Amazing Spider-man: Re-spinning the Web
by aspiringactor
Summary: New challenges threaten our favorite web-slinger as he emerges from the trauma of the death of Otto Octavious. Rated T for sexual references and mild language. A sequel to 'Amazing Spider-man: Broken Mind & Memories'
1. Chapter 1

Cameras and lights flickered on, revealing a large audience filled with a wide variety of people, from all walks of life. He was sitting at a desk, with a cup of steaming hot coffee to his right, while a large sofa was on the other side of the desk, angled so that whoever was sitting on it would be facing the audience. He cast his eyes to the side as a smile grew on his face. Behind the curtain he could see the director giving him the thumbs-up signal, which told Mark it was okay to begin.

"Well Folks," Mark Goldman said as he crossed his fingers over themselves. "Welcome to another segment of _'The Early Morning Show',"_ he continued in a warm tone as he took a sip of coffee. An applause followed, coming from both the audience and the speakers, which where supposed to encourage people to clap, in case they where less-than responsive.

"This morning we've got a rather special guest booked," Mark smirked as he set down the cup. "I'm sure all you New Yorkers are familiar with him. After all," the talk-show host chuckled, "It seems as though he's fairly news-worthy. I can't remember the last time I picked up a copy of the _Daily Bugle_ and didn't see a picture of him on the front page. Until they stopped publishing and moved to an all-internet based company," the suited daytime star finished as he straightened his back. He could feel the anticipation building in the audience, and he swallowed hard. This was a big risk for the show, in Mark's opinion. It could either make them famous, or put them out of business. "Ladies and Gentlemen," Mark said proudly as he got to his feet, "Spider-man!" On cue, the arachnid hero back-flipped onto the stage, wearing metallic armour that resembled something that Iron Man wore.

In fact, Mark was sure that Iron Man was the one who supplied him with the armour. But he was able to put aside his personal opinions as he shook the hero's armoured hand. Applause echoed out from the audience as the two men sat back down. Mark sat behind his desk, while Spider-man sat on the couch, which buckled slightly under the armour's weight. Fortunately, it didn't break.

"So," Mark smirked lightly, "This has been quite an...eventful year for you, hasn't it?"

"I guess you could say that," Spider-man replied with a nod. "But I'd really rather not talk about the Island," the hero finished with a nod in Mark's direction. Almost as if he was warning him to not overstep any line. Which Mark could definitely understand. Boundaries where boundaries.

"I think there's been enough coverage of that in the last few weeks," Mark replied as he shifted his shoulders. "Don't you? Besides, I think there are a few other questions the good people in the audience want," he smiled warmly with a slight chuckle. "I think people want to know about the new suit," he finished.

"This?" Spider-man replied as he outstretched his arm, showing of the sleek metal for all to see. Mark could see the cameras begin to focus in on him, for the people at home to admire. "A gift from the Avengers."

"From Tony Stark, you mean," Mark replied, not missing a beat. "The man who's always looking to forward his own business by supplying other superheroes."

"From him," Spider-man answered with an inclination of his head. "I think he was trying to re-build some burnt bridges between the two of us."

"Between you and the Avengers?" Mark asked intently, careful to not sound aggressive. "I mean, we all saw the news a few months ago at that factory. And the subsequent explosion. You don't have to answer, of course." The audience remained silent, waiting for the arachnid hero to answer.

"There were a lot of bridges to build," Spider-man replied firmly as he leaned forward. "On both sides. And there still are some to be fixed. Especially between me and the people of New York," he finished with a slight wave, which several people in the audience returned. The first of them being a smiling blonde woman sitting in the front row, who Mark guessed had a special connection to the superhero.

"Now, why don't we talk about something more...pleasant," Mark smiled as he glanced to the notes that he had lying on his desk. On them where a series of questions that he wanted to ask, and some that had been submitted by viewers through their website. "What was wrong with your old outfit?"

"Well," Spider-man replied as his armoured fingers crossed over on themselves. "I got a new one. This one. And I think it's a bit better, don't you think?"

"How is it better?" Mark asked with raised eyebrows. "You'd think that steel plating is overkill for someone who normally patrols the streets?"

"Well," Spider-man said with a slight chuckle. "Unlike The Thing and Luke Cage, I'm not bulletproof. And agility only goes so far," he continued as he shook his head. "So this helps a lot. Plus being able to fly at Mach-1 is a bonus. So is the tactical mapping of an environment. And the oxygen filters. And I don't think my girlfriend minds the fact that I don't come home with bullet holes every night."

"_Oh!" _Mark exclaimed as he straightened his back, and several members of the audience gasped. "So there's a Mrs Spider-Man out there?" the seasoned talk show host asked as he took another sip of coffee. "A Miss-Spider, if you would?"

"Well I'm not married," Spider-man chuckled as he bowed his head. "And no, I'm not seeing Spider-woman. I think she'd kill me. Unless my girlfriend killed me first," he chuckled as the audience laughed at his weak joke.

"Well could you tell us a little more about this special lady?" Mark asked as he leaned forward, and checked his watch. He was aware that the audience, as well as the cameras where loving what was being said. But he also knew that there where three minutes left until commercial break. "Can you give us a name? Even if it's just a first?" Something like that would be news gold, because tabloids would pay big money for that kind of story. "And is it someone we all know?"

"Well..." Spider-man said as he looked down at the front row, towards the same woman who had waved at him. She seemed to nod, and he raised his head back up. "I'm sure you're all familiar with the name _Captain Marvel."_ Now that was something that Mark hadn't expected, and neither had the audience.

XXX

"Well that went well," Carol said as she tapped his shoulder. The two of them where standing on a rooftop in the middle of the day, in full costume. "I hate to think what you might have done if I hand't been there to tell you what to do."

"Well it would have been like any other night when I'm alone," Peter shot back as he lifted up his faceplate. "I'd have had to get myself off and going. Without someone else' help," Peter smirked as he gave her a playful push back.

"_What's this?" _Carol teased as she brushed the back of her hand against his cheek. "Do you usually have to get yourself off?"

"Well not last night," Peter smiled as the two of them leaned in for a kiss. As soon as their lips met, their respective pagers went off, telling them that they were being called by someone at Avengers tower. "'Sup?" Peter asked as he activated the video screen calling feature. On the other end, she could see Captain America, Steve Rogers, sitting at a table.

"I see you're still very camera-friendly," Steve smirked as he tilted the screen.

"You watch the _Goldman_ show?" Peter replied with a twinge of a smirk.

"Well with the termination of the Daily Bugle Newspaper," Steve said as he folded his fingers. "Talk shows are all I've got. But anyway," the first avenger continued as his head bowed slightly. "Is Danvers with you? She-"

"Here," Carol piped up as she pushed her head in front of Peter's. "Something wrong?"

"Sort of," Steve sighed. "Remember a few weeks ago, when that restaurant you two where in was robbed?" The first Avenger continued as Carol nodded, remembering how Peter had ended up being shot in the process of protecting an innocent child.

"My shoulder does," Peter quipped, causing Carol to chuckle.

"Well a similar group just held up a bank on lower Broadway Ave," the Captain said, "I was hoping you two could investigate. It might be good to have someone seen on the ground. Can we count on you?" The pair of them shared a brief glance at one another before they replied with simultaneous nods. Peter put the small card away before closing his faceplate.

"Race you?" He quipped before blasting into the air. She cursed under her breath as she took off after him. While Carol was fully aware that she could outstrip him in open air, but not while ducking around corners. He held the advantage there, because of the amount of time he spent patrolling the streets. So she resorted to following him closely, staying less than a hundred metres behind him. It didn't take long for the pair of them to reach their intended destination. Already, she could see the police lights flashing, along with two ambulances. Two cops approached them as they landed in almost perfect synchronization.

"Six gunmen held the place up," one of the officers said. "They where dressed as Daredevil, Moon Knight, Spider-Woman, Iron Man, Captain America, and yourself from a few years ago, Captain," the man continued as they approached the bank. "They got away though, they had a hostage," the officer gulped, "and they had some heavy firepower. Military-grade stuff."

"Any injuries?" Peter asked as he stepped into the bank.

"A guard was knocked unconscious," the second officer replied as he pulled out his notebook. "But he's going to be fine."

"Anything else?" Carol asked the man. "Did the people pick up anything?"

"Yeah," the officer said as he scratched something on his notepad. "Yeah, someone heard something about a drop-off next weekend. Kinda seems like a long time to wait, don't you think?" Carol had to agree with the man, most criminals waited only a few hours. A week was rare.

"Did they get a location?" Carol asked the man.

"no mam," the first officer said with a slight shrug. "They where quick in and quick out," the man said plainly as he scratched his head. "We got here just in time to see them pull away in a van. We tried to pursue but..."

"I get it," Carol replied, the man's hands had been tied. "Send all the footage to the Avengers, please. We'll handle it, officer."

"Yes mam," the man said as he, along with the second officer turned around and walked away.

"Think it's the same people?" Carol asked her boyfriend, who shrugged slightly. "I mean, it's the same M-O and-"

"I think it is," Peter said in response, "way to many similarities. Plus some high-grade weapons. Probably the same group at least," he continued as he tapped his fingers against the granite. "And I think that I might know where they might be meeting," Peter finished as he turned around to face her.

"You do?" Carol asked with a shrug, "I didn't think Spider-powers included telepathy."

"Funny," Peter replied. "Let me handle the jokes. Anyway," he shrugged slightly, "how often do you see six people walking around New York in superhero garb? Besides street-level vigilantes on a team-up," Peter finished as he rolled back his shoulders slightly.

"Well today," Carol said in an unsure tone, "Halloween," She continued, not quite sure where his logic was going.

"Those where some high-quality costumes in the restaraunt," Peter quipped. She was sure that he was smiling underneath his mask as he attempted to lead her to a conclusion.

"_Oh_ you've gotta be _shitting_ me!" Carol cried out as she realized what he was referring to.

"Nope," Peter replied casually, "ever been to Comic-con, Captain Marvel?"


	2. Nightmares

"_**In dreams, we enter a world that is entirely our own" **_

_**~Albus Dumbledore**_

**XXXXXXXXXX**

**Peter & Carol's Apartment**

He was sitting happily in a chair. Across from him sat his Aunt and Uncle, smiling at him and the person to his left, who was Carol Danvers. She caressed his hand as Uncle Ben carved the turkey with the long, keen meat knife that he held in his hand.

"Don't hurt yourself Ben, dear," Aunt May chimed as she passed a bowl of potatoes around the oak table. Just as she had always done on every family get-together. And he was sure that she would do her best to keep doing that, as long as she could. Not that he minded, after all.

"May, you act like I'm going to hurt myself!" Ben replied as the blade sliced through the cooked meat, and Peter smiled. He couldn't remember the last time he had a dream so pleasant. One with his entire family together like it was. A small part of his consciousness noted that he considered Carol a part of his family, even though they had been going out for only a few months. But most of him was to enthralled by the sights before him to give a damn.

He had so often been on life's whipping-post, so he felt that he enjoyed something happy, for once.

"Well Ben, I remember what happened last year," May smiled to her husband as the bowl passed in front of Peter, and he took what he wanted from it. As did Carol, who took only a handful and smeared it on his face playfully. Her warm hand traced up and down his face, spreading his Aunt's feast mainstay as far as she could.

"Stop wasting good potatoes!" Peter protested as she continued to press onto his face. She stopped, and leaned in, using her tongue to lap his cheek clean. "Keep wasting good potatoes," he whispered into her ear, earning a slight chuckle as Carol's tongue toyed around his ear. He closed his eyes, wanting to enjoy the moment.

And that's when it happened. A bladed tentacle pierced right through his heart, and he opened his eyes. This time for real, and found himself clutched to the ceiling of the apartment.

He wasn't in the middle of a family get-together. It wasn't supper time. He wasn't dead. All he could hear where the sounds of New York city in the middle of the night. Which was what he needed more than anything at the moment, so he slipped away from over-top of the bed, careful not to wake his sleeping girlfriend, or her cat, who was curled up on the foot of the bed.

He crawled, as silent as ever, towards the open window, first checking to make sure that he was decent enough, which he was. He slipped out into the night air and ascended towards the very top of the building. He found a suitable perch for himself, and he looked out over his city, letting his mind wander. The session with the Talk-show host had raised some concerns in his mind. In fact, he had barely agreed to do the session in the first place, the one deciding factor in it being Carol's re-assurance that she was going to be there for him, watching from the front row and ready to intervene at a moment's notice.

He sighed to himself as the man's voice echoed in his mind, asking about his costume change. That had riled him up somewhat inside, and he had been on the verge of leaving before seeing her warm smile radiating towards him. That had given him courage enough to continue, and answer the man's question, which was eerily similar to one that other Avengers asked him. '_Why haven't you gone back to the red-and-blue?' _Spider-Woman had asked one night, when the two of them where on monitor duty. His answer had been almost identical to the one he had given Mark Goldman, that the armour was tactically more efficient, with the ability to fly and being bulletproof. Which where honest answers. Less than two weeks ago, the armour had allowed him to go head-to-head with the Juggernaut alone, and come out unscathed and minimal property damage.

It also challenged the scientist and mechanic parts of his mind. He had been able to invent and re-purpose several old functions that Tony had almost forgotten about. One being the ability to create reinforced hard-light 'grieves' for protection. The idea had come to him after an encounter with the Wrecking Crew, when Bulldozer managed to nearly shatter his wrists with an overhand strike. Peter had then watched Carol manipulate the energy coming from a downed power line, and gotten an idea, which he had presented to Tony. His wrist-armour would receive an addition of two small devices, which could both project and absorb several forms of energy. The absorbed energy could then be used to reinforce the grieves. A practical demonstration that he had Tony watch involved Carol firing at him, while he wore only the gauntlets. The results had surprised even him, when Carol barely managed to touch the gauntlets with the most powerful blast she dared to use on him. Tony had been very impressed, and had implemented the technology on his own suits as well.

The other had been a deviation of the first invention. He could channel a portion of the same hard-light technology into a blade, which could be used to remove obstacles and destroy weapons in close quarters. He had also managed to sneak in a few pop-culture references when Captain America asked him exactly what it was. Most of them had been lost on the first Avenger, however. And he had received a firm smack from Carol for confusing the Captain.

"You can't sleep?" the soft voice of Carol Danvers asked him as she elevated herself to be at his eye-level. He let out a second sigh as he racked his brain for a suitable answer to her question, besides the obvious. The ones he came up with ranged from '_I heard a police siren and wanted to investigate', 'I've got a headache, just needed some fresh air' _to _'your cat bit my toes', 'just a little overheated, that's all,'_ but he knew that none of them would work on her. She was simply to good at reading people for that, thanks to her time on the C.I.A.

"No," he replied simply, not wanting to play a guessing game with her. Not this late at night, and not out in the open like they where.

"Is something wrong?" she asked as she circled around and 'sat' on the open air beside him. He felt her nightgown-covered arm wrap around him in a comforting motion. He grasped her hand lovingly as he sighed, enjoying the sight before him, not wanting it to end. But it had to, as he knew that he needed to tell her the truth, so he opened his mouth. "It was that nightmare again," she said before any words could escape his lips, "wasn't it? The one with..._him_ in it."

The nightmare had been a re-occurring one, that he had done his best to hide from the world. And at first, he had succeeded. He managed to get away with reading quietly in his quarters at Avengers Mansion. But that had been before he'd moved in with Carol several weeks ago. Then, for one night only, he had gotten a decent sleep, and woken up to the sight of the blonde bombshell smiling at him peacefully. But that joy hadn't lasted him through the next night, when his fears came back in full force. He had tried to hide it, but wound up being questioned in the morning about his whereabouts, as he had simply walked away to try and console himself. The night after that he had used the excuse that he was going to the washroom to 'drain the lizard,' and he had believed that was sufficient. Until the third night, when he thrashed around in his sleep. The only thing that had stopped himself from being injured was Carol's restraining grip on his arms and soothing words in his ear. That was the night when she had questioned him thoroughly, and he replied reluctantly.

"Yeah," he replied as he sunk his head down. "Yeah, it was that one," he said as she rubbed his shoulder comfortingly. The two of them simply stared out into open space for several long minutes, enjoying the relative peace and quiet of an asleep city.

"You know he's gone, right?" Carol whispered into his ear as she helped him down. "He's gone for good this time," she said as the two of them re-entered the dark apartment. "And besides," she continued as she planted a swift kiss on the cheek, "I'd never let him close to you. Not after what happened between the two of you," she finished as she forced him down onto the bed. _One thing's for sure, _he remarked internally as he closed his eyes, doing his best to replace the thoughts of impalement with ones of love, _there is no arguing with a woman who can bench-press a firetruck. _He slowed his breathing and focused on happy memories, hoping that they would drive away the bad ones. And happiness was very close at hand. In fact, it was grasping his hand and running her thumb over his palm.

**XXXXXXXXX**

**Undisclosed S.H.I.E.L.D prison for Superhuman criminals**

Tony Stark was uncomfortable. His brilliant mind was racing a mile a minute as he passed through the armour-plated double-doors. Four guards accompanied him, as well as Nick Fury, Maria Hill and Jessica Drew. The latter accompanied him as a S.H.I.E.L.D agent, an Avenger and as his life partner. And he could tell she was somewhat nervous as well, as the troop turned down a dark hallway.

"This facility is the first of it's kind," Maria Hill explained as boots thudded against the cold, hard floor. Prison cells lined each and every wall that they passed. "We've got mutant power neutralizers," the woman continued in a matter-of-fact tone, "for the individuals that the M.R.D can't handle. As well as Adamantium-lined cells for individuals who could rend through normal walls." Tony was so far not impressed, as he had seen it all before, when he had been the head of the superhuman registration act.

"I've seen all this before," he muttered as a reply. "Is there a particular reason you called me down here, or are you just showing off?" he asked in a slightly accusing tone as they turned down yet another hallway, which led straight to a single door at the other end. This one had two guards posted outside, unlike the rest, which relied on automated security. That did not bode well in Tony's mind, as he realized that there must be something or someone very dangerous behind those doors. "What's-" he began to say, only for Fury to cut him off with a gesture.

"The prisoner in that cell is off-limits to any Avenger," the director of S.H.I.E.L.D said firmly. From his tone, Tony knew enough to not press the issue any further, instead turning down another hallway, that led to an open set of doors. Like the one before it, this door was guarded by two men with rifles. Inside Tony could see several lab technicians working on and around several items, some of which he recognized with cold horror.

He could see several of the infinity gems, as well as several Asgardian artifacts that had bee recovered from the site in Oklahoma. But what worried him most was the sight of the Cosmic cube being inspected by several scientists. That was something he couldn't ignore.

"You have that here?" Stark asked as he pointed to the glowing cube. "You do realize that cube is the most dangerous-" he continued to rant, only for Fury to interrupt him once again.

"This cube isn't here," Fury explained in a tone that Tony couldn't argue with. And based on her expression, Jessica was in agreement with the director of S.H.I.E.L.D. "The files on it's exact location where lost. And maybe that's for the best, so no unfriendly eyes can go looking for it," the man finished as the two doors slammed shut behind it.

"With any luck," Hill said as she gestured to one of the scientists. "we'll be able to harness the cube as a reliable power source. And perhaps we won't have another Electro incident," the hard-nosed woman finished as she flipped through the file-book. Tony took the opportunity to cast a sideways nod to Jessica, hoping that she would receive his unsaid request for her to use S.H.I.E.L.D contacts to try and find out who the unnamed prisoner was. As Earth's primary line of defence, Tony knew that the Avengers needed to know about potential threats. "Which was why we called you," Hill finished firmly.

"We need some of your technology," one of the scientists said as she fiddled with her glasses. "In order to properly contain the Cube's energy. Otherwise," the woman said with a somewhat nervous glance, "we won't be able to continue."

"Well," Tony said as he clasped his hands together and took a step forward. "You know how I operate," he said as he kept his eyes on the cosmic cube. He kept his voice steady as he continued, "I give you something only if you give me something to work with," the Iron Avenger said crisply as he stared the S.H.I.E.L.D director down.

"I'm not telling you any details about prisoner X12743," Fury replied with a steely tone of voice.

"Then you're going to share all your data with me," Tony said as he clasped his hands together. "After all, it's my tech. And I want your guarantee, Fury," the founding Avenger said as he turned around. "Non-negotiable, Fury," Tony quipped as he gave Spider-woman a sideways glance. He was still stuck on the prisoner that he wasn't allowed to know about. It bothered him that S.H.I.E.L.D was keeping secrets from him again. Because in his opinion, secrets had a dire cost. They could wind up costing lives than they saved.

"Deal," Fury grunted as he stuck out his hand. "I'll send a convoy tomorrow to your company headquarters."

"And I'll oversee the transaction," Tony said as he shook Nick Fury's hand, closing the deal between them. "But I think a phone call might have sufficed, Nick."

**XXXXXXXXXXX**

**S.H.I.E.L.D Heli-carrier, above New York City**

"Sir," Maria Hill said as she approached the main observation platform. _For all her high scores and her perfect track record,_ Nick Fury thought with an internal grumble as he nodded to the sharply-dressed woman. _She can be a pain in the ass sometimes,_ he thought with a slight grunt as she stepped to his side. He already knew what she wanted from him, and he wasn't in any mood to give it up easily. Not after working so hard for months to get it back.

"It was approved," Nick said as he nodded to her. "By the World Security Council. Above my head, Commander Hill. Nothing that can be done about it," he finished as he observed the twenty agents that it took to fly the large, hovering S.H.I.E.L.D base. It was a marvel of modern science in his opinion. It easily rivalled anything built by Stark industries. The four engines where state-of-the-art, and also generated some of the behemoth's power. What wasn't supplied by the engines was covered by the solar panels that lined the deck.

"But sir," Hill snapped intently, "was it necessary to bring them to the Facility? Why not a simple phone call, like Stark suggested?"

"Talking in person is so much more personal," Fury replied briskly, barely tolerating her presence. And he wanted her to know it.

"Sir that's bullshit and you know it," Hill snapped back. "You just wanted Stark to know we're keeping prisoner X12743 from them. So that he'd begin his own investigation," his second-in-command finished as a console beeped, telling Fury that he was being paged by one of S.H.I.E.L.D's remote facilities.

"Fury. Go," he snapped as he pressed the button and answered the call. He had hoped that Hill would take the cue and leave. But Nick Fury wasn't having the luckiest of days, and she stayed by his side.

"Sir," the voice of Agent Jasper Sitwell, one of his most prominent agents said. "I've just gotten a call from the M.R.D." He paused slightly before continuing his report, "they report that a large batch of M.G.H was stolen several hours ago."

"How large?" Fury asked with authority.

"Large enough for them to contact us," Sitwell replied gravely. "At least two-hundred doses, they believe, sir." That was definitely not good in Fury's mind. It sounded like a media and political nightmare thrown in with everything he had to deal with already on a day-to day basis.

"Give the X-men a call," Fury snapped blatantly. "See if they have someone who can track it. And call the Avengers, because they're going to know eventually," he finished as he set his hands down in a railing. He inhaled deeply, and that was all the time Hill needed to recover and continue her near-interrogation.

"Sir there is a standing order that you disobeyed," Hill said in her nerve-grating voice as she continued to bore for answers. "You inadvertently started an Avenger investigation into top-secret business that the Avengers have no place-"

"What if he got out?" Fury snapped hard as he faced the sour woman that was his second in command. "What would we do if that man got out? Which Avenger do you think would turn on us, if _he _got out?"

"The-" Agent Hill began to say.

"I would much rather have the Avengers find out that he's in the facility while he's still there," Fury grunted as he sized his fellow agent up. "As opposed to while people are being murdered left, right and centre. Do you understand?"

**XXXXXXXXXX**

**The Avengers Mansion**

"You're sure about that?" Janet Van Dyne, also known as the Wasp, asked with slight disbelief. Which Peter could definitely understand, it was a weird situation. But definitely not the weirdest he had been in during his years as Spider-man. "I mean, why would anyone do a money deal like that in a place like Comic-con? And that's assuming there's going to be a money deal."

"These guys like to keep anonymity," Peter half-yawned, still tired from the previous night. He had come to the other Avengers with his theories in the morning, and they had been discussing it for two hours. Most of it had been going back and forth over the evidence. And discussing whether or not the crimes where connected in some manner. Janet and her husband, Hank, seemed to be against the idea, while Captain America was on Peter's side, albeit a little bit confused about the event that they where talking about. "What better way to blend in then to hide in a crowd of people in costumes?"

"That still doesn't confirm that they will be there," Hank Pym shrugged with honesty. "For all we know, they could have blown the entire loot by now."

"Six million dollars?" Steve Rogers cut in with a diplomatic tone as he placed his hand out on the table. "You can't spend that kind of money discreetly. Daredevil or Cage would have heard a rumour at the very least. Or the police would have tracked them down," he continued as Peter nodded and did his best to stifle yet another yawn discreetly. He failed, unfortunately. "or perhaps Mr Parker could have heard something and forgotten it in his stupor," the Captain chuckled slightly, and was soon joined by Janet and Hank.

"Sorry," Peter mumbled incoherently as he blinked himself to attention. "The outfits that they where wearing where high-quality. Stuff people have to pay a few hundred to a few thousand dollars for. And one of the best places to find the kind of suppliers-"

"Suppliers?" Captain America remarked as he leaned forward intently.

"People who can't make it into the fashion industry," Peter half-shrugged as he straightened his back slightly. He noticed Janet giving him a questioning look as he continued, "but are still good with a sewing machine. They make replicas of movie costumes, comic book characters, and our outfits, etc."

"People actually pay for a replica of an outfit?" Steve asked with a confused expression. "Why not make it themselves?" Hank nodded in agreement, while Janet seemed to be deep in thought.

"Accuracy," Peter shrugged in response. "Quality. Lack of personal artistic skills. Laziness."

"And they buy them for only a few days use at a convention?" The Captain asked.

"Or sometimes for more personal uses," Peter replied as he leaned back in his chair. "If they want their spouse to come to bed dressed like a sexy version of their favourite character. But we're getting off-topic here. What I was trying to say was that those same people who make outfits will be there. We can question them about clientele."

"Right," Janet huffed. "We would probably get spotted pretty easily and-"

"Only if we went in dressed as we are," Peter smirked as he folded his hands. "And the great thing about costumes is, most of them come with masks." He shuddered inside as he realized how stupid his idea must sound to the other Avengers.

"Now," Steve said as he leaned inwards, bearing a stern expression. "Let's just say that we went ahead with this plan of yours. Who would you send in?" He asked plainly, causing Peter to gulp slightly before replying.

"Me and Carol are the only ones who've seen them," Peter remarked slowly as he gained confidence in his plan. "We obviously can't risk sending Tony in. He's way to recognizable. Same with Jennifer and Thor," he continued as Captain America nodded slightly. "Jess is good at espionage, and working with crowds," he yawned slightly, earning a second chuckle from Janet. "And same with you, Cap. You're a good person to be a fly on the wall." He finished and waited for a verdict to come from the three of them.

"I'm sold," Captain America said with a slight nod. "On the provision that you make sure to rest up the night before. We can't have you falling asleep, after all," the Captain smiled as he got up from the table. Janet and Hank followed suit, as did Peter. He followed them out into the hallway, listening to snippets of their conversation. Until the husband and wife turned down the hall, leaving him alone with the Captain. Who, in turn, led Peter into a side hall, and cornered him. "Is there something wrong, Peter?"

"What?" Peter asked as he tried to out-manoeuvre the striped Avenger.

"You're exhausted," Captain America replied firmly. "You've been exhausted for days. Don't bother lying. Now, either you're not getting any sleep, or you're getting seriously sick. Now you need to decide which. Or I'm going to tell Danvers," he finished, with an undertone of a threat as he pulled his arm away, and let Peter pass by, and wander down the hallway. He walked down a flight of stairs and passed by the larger-than life statues of the founding Avengers. He smiled, before letting his eyes flicker to the side, where several new statues had been placed.

In light of the number of Avengers who had joined the team's ranks over the years, Tony had decided that the time had come for each to be immortalized in stone. The statues wouldn't be as large as the ones of the founding Avengers, but they would still be as visible. They would line the halls, along with a plaque that displayed the hero's name, powers and the day they had joined the Avengers. In tragic cases the hero's date of death was also given. So far, twenty-three of the planned sixty statues had arrived. All along the left hall, he gazed at a variety of familiar faces. Instantly recognizable was Wolverine's, which had six steel claws pointing out from his fists, mimicking the claws. Beside him was The Black Panther, with his arm crooked back, ready to throw a series of stone vibranium daggers. Then followed Storm, one of the founding X-men who could control the weather. And after her was Spider-woman, with her arms posed to give the appearance of gliding through the air. Others followed, such as the Young Avengers, and the West Coast Avengers. He chuckled slightly as he saw the Thing's statue, which looked like he had simply been doused with marble-coloured paint, and that he was ready to sprout his timeless catchphrase at a moment's notice.

He continued to smile as he looked down the hall, seeing all the spaces yet to be filled by statues. Tony had even said that he was willing to leave room for future generations of heroes, once children started showing up. And with Examples like Franklin and Valeria Richards, his assumptions might just prove right, the way Peter thought about it. He imagined one day seeing little Iron Fist's and Captain America's running around, trying to fill in the shoes of their predecessors. He only hoped that one day, he could have children who joined them.

Maybe one day, his own son or daughter would look at their father's immortalized statue and be given a drive to join the Avengers. His smiled continued, and even grew by several sizes, as he saw the angelic form of his girlfriend descending from the top floor. She landed with grace several feet from him, and smiled back.

"Ready to go?" she asked as she outstretched her arm. He took it, and wrapped it around his own, and the two of them exited the building. Neither of them noticing the smallest of blood droplets that marred the polished floor.

_**A/N: Who do you think S.H.I.E.L.D has in their custody that would cause the Avengers to hate them? And what role do you think he will play in the story?**_

_**Yes, several Heroes will be going to Comic-con undercover. See the poll on my profile for suggestions. **_

_**The next chapter will see the return of two or three Spider-man mainstays!**_


	3. Love

"So how is he?" Jessica asked as the two of them sat at the table, across from one another. They where both wearing casual garb, as they weren't on duty at the moment. "In the sack, I mean?" the British Avenger said as she cocked her head to the side, smiling as she did so.

"Jess!" Carol squealed in surprise.

"What?" the arachnid Heroine asked. "It's a simple question! How is he...down there?" Jessica pondered as she leaned inwards, grinning as she did so. "Or have you two not gotten that far yet?" Carol suppressed a snicker, knowing full well what her friend was referring to. And she definitely wasn't about to spill the beans on the mind-blowing sexual romps she had shared with Peter. On the first night, she had been afraid that she might break a window with her screams of pleasure. Only a call from the landlord on their second time 'together' in bed had ceased their nightly activities to a slower pace. Although, they still found ways to make it interesting.

"Well," Carol huffed, wanting to throw her friend a bone. "There's a reason he's called the 'Amazing' Spider-man," Carol grinned, hoping that Jessica would catch her drift, which she did. They both leaned back, exchanging coy grins as they acknowledged the unsaid meaning. Carol closed her eyes for the briefest of seconds, and imagined his skillful hands poking, prodding and massaging all the right places that made her squeal. Later, he had explained that he used a combination of his spider-sense and his wall-crawling abilities to find the sensitive nerves on her body. That had certainly explained a lot, and she had responded by recalling her C.I.A training on the body's sensitive points, and used that for his pleasure.

"Speaking of that," Jessica asked with a slight shrug. "I caught his interview on the Early Morning Show online. He kinda froze up when asked about the outfit," she said with a serious tone. Carol agreed with her. She knew that question would come up, and eventually he would have to answer it truthfully. Unlike when she had asked him. _"I can't exactly fly with my webs can I?" _he had told her every time the subject was brought up. And while the statement was very true, there was something about it that seemed false. Almost as if he was hiding something from himself. A distraction arrived in the form of Wolverine, however.

"Jess," the clawed Mutant grunted as he entered the room. "Danvers," he continued as he made a beeline for the fridge, "Was Webs just in here?" he grumbled as he opened the fridge door and pulled out a six-pack of beer. Jess shook her head, and Logan shrugged, "it smells like him in here."

"Well Carol has been using his muscular body as a pillow," Jessica said as she shot a grin back in Carol's direction.

"What now?" Logan grunted as he unsheathed one of his claws and opened a can of beer.

"Carol," Jessica said, "has been using Spidey as a pillow. For what..." she pondered as she threw a sideways glance towards Carol. "Four and a half months now?"

"And?" Logan replied as he chugged down the can he was holding.

"Right," Jessica sighed as she set her head in her hands. "You probably don't care. Well I do," the arachnid Avenger said as she stood up. "They're a really cute couple and-"

"Oh, Danvers," Logan grunted as he chugged a second can of beer. "Mystique escaped our radar again. Last word we had was she was heading up here for some reason," he shrugged as he crushed the can in his palm, and Carol jolted to her feet. Mystique heading towards her was not a good sign, considering their history. Peter had once made the analogy that the shape-shifting Mutant was her own personal Norman Osborne. And even though she knew she didn't know Peter's entire history with the business tycoon turned psychopathic killer, she felt that it was a fitting comparison. Mystique had been the one to kill people she cared about. She had been the one who had sent Rogue on her, and that battle had cost Carol her memories, and her powers for a good length of time. Her entire life had begun to fall apart.

She wound up leaving the planet for a time, only coming back to help save the sun. After that, she re-joined the Avengers, until they disbanded, then re-formed again. That team, however, had seen a series of upsets. The first, and most challenging being the Superhuman Registration act. Non less challenging, however, was when Norman Osborne had taken over control of both S.H.I.E.L.D and the Avengers. On principal, she refused to comply with the man, even though she didn't quite know the depth of his insanity. A small part of her had believed the notion that the 'Green Goblin' existed only because Spider-man existed. That the two where self-sufficient. But those beliefs had been squashed when she had been ordered dead.

She had managed to escape, and joined forces with Captain America's Secret Avengers. And that was also when she formally met Spider-man. And never before had she been so annoyed by a single person. He had talked on and on, to anyone who would listen to him. And on more than one occasion, she had considered breaking his jaw with one solid punch. And never, had she ever imagined she would miss the over-talkative Peter Parker.

Sure, he talked a lot now, but not as much as he used to. He was much more subdued, and his constant smile had dimmed slightly. All of it because he had suffered at the hands of Otto Octavious. She had taken a silent oath that if she ever got the chance to change what happened to him, she would change it. And that if she could ever strike the doctor, she would. Although the latter would be impossible, as S.H.I.E.L.D had been unable to find any trace of the man in the wreckage of his destroyed lair.

"Carol," Jessica said as she grabbed her shoulder, stopping Carol in her tracks. "Carol don't do it."

"Don't do what?" she snapped violently.

"Don't go and be the cavalry," Jessica replied softly as Logan exited the room. Obviously, the clawed Mutant had little to no interest in the discussion.

"Jess that woman could very well-" Carol began to say as she tried to push past.

"Do what? Try and attack him? Sneaking up on you might be easier," Jessica said firmly. "I think he'd kick her ass. Especially when he knows about your history with that woman. But, maybe you should text him, just in case? Where is he?" she finished inquiringly as she rubbed her hand up and down Carol's shoulder.

"He's downtown," Carol sighed as she lowered her shoulders. "He's gone to the Bugle for a job. I'll..." she said as she reached for her phone. "I'll...I'll send him a message."

XXX

"Well Peter," Robbie Robertson said as he paced the length of the office, deep in thought. "We're not a newspaper anymore," he shrugged as he threw a sideways glance towards him. Inside, Peter smiled, knowing that the answer to his question was most likely going to be no. But still, he had to ask. He didn't want to be a burden in his relationship with Carol. And he was hoping that his standing with what was left of the Bugle would be enough to secure a position. "I think that you also know how easy it's become for someone to snap a picture of a passing superhero now that cameras can be attached to anything and everything," the man said as he rubbed his palm against his stubble-covered chin.

"I understand," Peter sighed, not entirely surprised by the outcome of his conversation with Robbie. He was more than aware of both the job market, and the decline if the need for decent photographers.

"But," Robbie said as Peter turned to the door. "Ever since you left, the picture quality has fallen. And I'm sure you saw that Goldman segment the other day," Robbie said as he inclined his head, in an almost knowing manner that may or may not have contained a truth hidden somewhere.

"I did," Peter replied as the look disappeared from Robbie's eyes.

"Well that seems to have ignited a powder-keg of demands," the older editor-turned-businessman said as he scratched the stubble on his chin. "There's a call for more information on superhero relationships. Particularly the romantic ones. It's all over our message boards and the comments section of our hero-related articles," he sighed with a slight shrug. "But all we can seem to get is table scraps. Iron Man and Spider-woman have been spotted together a lot recently. And there's the ever-popular Fantastic Four Power-couple. But," he paused with a slight smirk, "I think a few pictures of the new Superhero King and Queen would be good for business. One of them kissing would be gold," Robbie finished as Peter felt his phone buzz in his pocket.

"You want a picture of Spider-man kissing Captain Marvel?" Peter asked, not missing a beat from the older man. "And that would get me a job?"

"I think there would be a place for you here," Robbie smiled as Peter's phone buzzed again in his pocket. "We're always in need of a experienced photographer. And you're not to shabby with fixing computers," the man smiled as he walked over to the door, and opened it wide, indicating that the interview was over. He led Peter through the maze of cubicles, towards the main set of doors. "It was good seeing you again Peter," Robbie said as he stuck out a hand for him to shake, which he did. He then walked out the doors and reached into his pocket for his phone. He smiled as he saw that he had gotten a text from Carol. _Need 2 talk. Meet 4 lunch? _He was sure to send a swift reply, knowing that when she wanted to talk, she really wanted to talk. The last time she had wanted 'to talk' was when she confronted him about his sleeplessness. Of course, the thought of something not good looming in his future was out-shone by an impromptu date with Carol.

He smiled as he walked down the street, imagining what she could possibly have on her mind. He wondered if it had something to do with the recon mission they would be going on over the weekend. He already had a good idea what his cover would be. And he hoped that it would be suitable, as he popped open his phone, after it buzzed. _ICU_ was what it said, and he looked around for any sign of his girlfriend. He spotted her landing on a nearby rooftop, waving at him as she did so. He altered his course appropriately, so that he entered an empty side-street very close to where she had landed.

So close, in fact, that she was able to slip down the side of the building unnoticed to any, even him. He was only alerted to her presence when she spun him around and shoved him against the wall, planting a swift kiss against his lips.

"I could have been a dangerous threat," she smiled as she pulled away.

"Oh?" he replied with a dirty smirk on his face. "Well I can see that," he said as he traced his thumb across her lips. He smiled as he continued, "a completely disarming set of eyes. A touch that could make the Hulk shudder..." he said, stopping only when he saw the growing sour look on her face. "What's wrong?" he asked as he gripped her shoulders tightly.

"Mystique," Carol whispered. "She's in town, according to Logan."

"You do know that she wouldn't _dare _attack you without like...fifty thugs behind her, right?" Peter offered with a slight shrug, doing his best to alleviate her obvious fears. He gripped her hand tight in his own, as he drew her close. "And besides, I wouldn't let her get that close. She'd be hanging upside-down from a lamp-post before she could lay a finger on you." he finished as he spied a nice, small family diner across the street. They walked inside and where greeted by a kind elderly man wearing an apron. He sat them down at a window-side table before taking their orders. Peter ordered a egg salad sandwich, while Carol ordered poutine.

"So how did it go with the interview?" she asked with a shrug.

"Well," Peter said with a slight sigh. "He'll give me one, provided a snap a couple of pictures of Spidey and Cap'n Marvel together," he said as the man brought them a platter of drinks and appetizers.

"So he's trying to exploit you," Carol replied with a blink. "Or don you think he knows-"

"Robbie's a hell of a lot smarter than Jameson," Peter said with a slight shrug. "I think he figured everything out a while ago. He just hasn't said or done anything about it," Peter finished as he ran his hand over Carol's palm. He smiled as he thought about every time he did that. How it was such a small action, and how it meant so much to both of them. He loved it when she took control and twisted her hand over his and caressed it gently.

"You don't think he'll spill the beans?" she asked him as she smiled warmly.

"No," Peter said as he leaned inwards. "But, speaking about that..." he said in a lower whisper as the door to the diner opened, and a small family entered the restaurant. He was careful to keep the other patrons from overhearing as he continued. "I was thinking about letting John in on the secret," he muttered, and Carol nodded intently. "I didn't initially, but I think he's earned that right," Peter finished, "what do you think?"

"Well I don't know that I have the right to have a say," Carol replied as she brushed a piece of her hair out of her face. "That's really a family thing, Peter. Maybe you should talk with your Aunt?" she finished as the waiter brought them their food.

"Carol Susan Jane Danvers," Peter sighed as he brought both their hands up to eye-level. He smiled as their fingers intertwined and he continued, "The reason I asked you is because you are a part of my family. Your opinion," he said with only a slight pause. "Matters as much to me as anyone else'. More, even, than most," he continued as they exchanged a loving smile that evolved into a tender, passionate kiss that lasted for several joyous minutes. It was easily one of the best minutes of his life. Possibly right behind the first kiss they had shared, when he had managed to escape the explosion that had killed Otto Octavious.

XXX

"Tony?" his girlfriend's voice filtered through the door to his office, causing him to turn and face the door. She stood on the spot, wearing a simple pant suit and carrying a small folder in her hands. Not to mention the worried expression on her face.

"You got something from S.H.I.E.L.D?" Tony asked her as he got to his feet, almost afraid of what her answer would be. He knew that the organization had the ability to shut him down and shut him up for good. Especially if they found out he had been snooping around.

"I did," Jessica replied solemnly as she entered the room, and set the folder down for him to see. He glanced over the S.H.I.E.L.D logo, and the words 'eyes-only.' He didn't really care for those. All he wanted was what they where hiding from him and the Avengers. "Hang on," she said as he moved to open the file. "Are you sure that you want to know what's in there? It's-"

"Jess," he replied as he touched her hand gently. "Secrets can tear us apart. I need to know what's in here," he said with a hint of defiance. And he believed himself to be right, any secret could rend the connection that the Avengers had with S.H.I.E.L.D completely useless. So, that was why he slipped the file open, and began to read. Line by line, lies and secrets where revealed to him. A date rang out in his mind, and he nearly covered his mouth in shock before closing the file, and handing it back to her.

"Do you see what I mean?" Jessica said as she crossed her arms in front of her chest.

"Burn it," Tony replied curtly, shocked by what he had just read.

"What?" Jessica said in a shocked tone.

"Burn it," he repeated as he got to his feet. "Burn it," he sighed deeply as he paced a few steps. "I don't want anyone else seeing it. Not Steve, not Logan, not Danvers, not Parker or anyone else. I never want to see it again," he finished as he set his hands down on the table. _Why, Fury? Why lie to us? _The reason eluded him, for the most part. Tony could understand keeping the secret for a handful of Avengers, but not himself. He felt that he could have been discreet enough for Fury. Not that it made much of a difference now.

XXX

It had been a long day, for them both. Which was why they where both glad to touch down on the apartment balcony. The apartment gave them a sense of security, enough for them to both shed their outfits, hers cloth and his metal. She felt her cat wind around her legs as the two of them neared the bedroom. He bore a carefree attitude, but Carol's eyes darted from side to side, praying that they wouldn't fall on an out-of-place shape-shifting mutant. A part of her worried about Peter's carefree attitude about the threat that the woman presented, but the logical part of her mind told her that Mystique wasn't that big of a threat, when she compared her to the lumbering oaf Rhino, or the brutal Carnage and Venom. But still, it worried her.

Fortunately, she had something else to distract her mind. The fact that Peter had referred to her as being a member of his family. It made her heart flutter slightly at the thought of a ring on her finger and a long, flowing dress. Those kinds of thoughts had never ran through her mind like that before. And she enjoyed them, even as Peter planted a series of kisses down her cheek. What she could not ignore, however, was when he began to massage her breasts with his hands. She moaned in building pleasure as she responded with trailing her fingers down his chiseled frame and towards his crotch. Even through his pants, she could feel his throbbing cock.

"Wait here," Carol whispered into his ear seductively as she pushed him onto the couch. "And close your eyes," she said as she raced off into the bedroom, going for something she knew that would drive him even crazier than just seeing her naked alone. She slipped off her tight-fitting shorts and shirt as she opened her closet and reached into the back. She pulled out a set of black boots and slipped them on, before hovering into the air and flying back into the room. She knew that he loved to use their abilities for the other pleasure, as did she.

"Whoa..." Peter muttered as he opened his eyes and his jaw hit the floor.

"I told you," she whispered as she picked him up and planted him against the wall. "To keep your eyes closed. Now," she said as she closed his jaw with a finger. "I'm afraid I'm going to have to punish you, Peter Parker," she finished as she mashed her breasts in his face, mocking an attempt to smother him. She moaned as she felt his tongue traced up and down her hard nipples, before something bite down on them. She released him in a cry of pleasure, but he remained against the wall and inserted two fingers in a vicious, mind-numbing attack against her waiting womanhood. She panted in ecstasy as a trail of kisses traced along her neck as the assault on her pussy continued.

In response to the unrelenting pleasure, she ripped his pants off, as well as his boxers and began to trace her fingers around his testicles. She then proceeded to wrap her fingers around his manhood, and stroke back and forth as they both moaned and spasmed in pleasure.

"Take me," she whispered into his ear as she forced him down onto the couch. He spread his legs wide, and she mounted him, letting his throbbing cock enter her waiting maw. A scream of pleasure escaped her lips as she squeezed her muscles around him, feeling the pumping blood in his reproductive organ that was driving her wild as she impaled herself on it.

"Oh my god..." he panted as she thrust herself on him with measured motions.

"Oh..." Carol moaned as she felt herself building to an inevitable climax. Surprisingly, Peter pushed her off and proceeded to kneel in front of her pulsating entrance. She gasped as she felt his tongue enter her body, as he began to eat her out. She felt his hands grasp her legs, as his tongue continued to go in and out, driving her to an orgasm, which sprayed all over his face. "My turn," Carol whispered as she pushed him back and began to return the favour by swallowing his entire manhood. She bobbed up and down as she played with his testicles, increasing her pace as she felt his pulse pick up. At the very last second, she pulled his cock out of her mouth and gave it a series of strokes, which brought him over the edge, and he sprayed the white substance all over her chest.

"I love you," he whispered into her ear as she sat down beside him.

"I love you too," she replied as she rested her head against his shoulder.

"Still worried about her?" Peter asked as she felt her hair being toyed with.

"A little," Carol replied as she closed her eyes. However, instead of imagining what Mystique could do to her life, she imagined the two of them in a similar position, only wearing clothes. And a small baby cradled in her arms, smiling happily. She could see the child's deep brown eyes staring back at her with a loving intent as tiny fingers tried to grasp the golden ring on her finger, which matched the one on Peter's hand.

"_Mommy..." _the child cooed as a hand reached up, trying to grasp her nose.

Although Carol knew that she was seeing a dream, she enjoyed it nonetheless. She found herself revelling in the idea of a growing family took root in her heart. And what was even more, was that she was sure it had to be with the man beside her. She wanted to start a family with Peter Benjamin Parker, no matter what it took.

And no one, not Mystique, or the Rhino, or Venom would stand in the way of her family. That she was very sure of in her mind. And if anyone tried, she would personally see them thrown in prison, so that they couldn't hurt anyone anymore. It was with that thought that she sighed deeply resting her head against his, not a care in the world, save for him. And with no thought to the dangers that lay right around the corner for them both.

_**A/N: any ideas/theories about S.H.I.E.L.D's secret? **_


	4. Truth

"_nnmnmrolmnhgnoo."_

Her eyes fluttered open, revealing a near-pitch-black room. They had fallen asleep on the couch together, still completely naked from their session. And despite her superhuman durability, she was somewhat sore from the experience. She could feel that her breasts where still tender from the attention he had given them. He had also bitten her lip, which she could feel just by running her tongue over her lips. She figured that he had some injuries of his own as well, despite how careful she always was.

Carol knew that it would be very easy for her to seriously injure him with the simplest of actions. Once, she remembered nearly popping out his shoulder while training him in the basics of mid-air hand-to-hand combat. She smiled at the memory of the two of them twisting around, high above New York, trading punches and kicks. She loved moments like that, where it was the two of them, whether it was in the middle of a hard workout, a quiet diner, nights alone in the dark, or even moments like the present on that they shared.

"_illyouuttoo..."_

She turned her head, and saw that it was Peter making that noise. She could see his body shifting slightly as his body reacted to what his mind was seeing. She couldn't imagine the exact picture, but she had a fair idea. She knew that it had something to do with Otto Octavious, and his last encounter with Peter. She knew full well that his impalement had traumatized him deeply, almost on the same level as losing his arm had been. Even with her hardened military mind, Carol was shaken by the experience. She remembered flashes of memories. She remembered how the wind had felt against her face as she rushed from Boston to New York, breaking the sound barrier as well as her personal best time.

Four minutes.

Tony had told her that that kind of a feat should have been impossible, based on all the data that they had collected on her powers. He had told her that going at Mach-two had out a strain on her body. And that Mach-three had 'put the needle in the red zone'. Which was why she had been somewhat more susceptible to the Doctor's assault, given that the state her body had been in.

"_Otto..." _There it was. Conformation that he was having his re-occurring nightmare yet again. The one that she was powerless to stop. No matter how hard she tried. No matter all the times that she re-assured him that the Doctor would never go near him again without having each and every one of his limbs ripped from their sockets. That she would be sure to break his ribs in a slow, sequential order, as if she was playing the piano. She had casually mentioned this to Captain America once, and he had been somewhat horrified. Jessica, on the other hand, had suggested throwing acid in his face as well.

"_...let her go..."_ Peter moaned in his sleep as his head flopped from side to side, and his eyes darted in all directions. Carol sighed as she wrapped her arm around his shoulder and gave it a slight rub, showing her support as he flinched his muscles slightly. _"...don't..."_

"It's okay," Carol whispered as she kissed his forehead gently, for all the good it did. He simply mumbled as his arms shook slightly. "I'm right here," Carol whispered into his ear in a loving manner, taking note of the small trickle of blood drooping from his nostrils. _He must have thrashed his fist into his face, _she thought as she contemplated getting up and grabbing him a tissue. She thought against it, as she knew that if she moved, there was a good chance he would wake up. She looked over, towards the clock on the wall and saw that it was four in the mourning. To early to simply wake him up forcefully, to stop the nightmare before expecting him to go back to sleep.

"_No..." _he moaned, more forcefully this time as his head flopped towards Carol. She sighed slightly as she did the only thing she could think of to both keep him asleep and shield him from the nightmare. She leaned her head in and planted a firm, but passionate kiss over his lips, hoping that the physical stimulation would be enough. After all, a wet dream was leagues ahead of nightmares. She would rather have him dreaming about passionate sex than dying. _"noo..."_ he moaned as she pulled away, realizing the futility of her actions. She sighed as she grasped his shoulder, gently shaking him.

"Peter," she said in a soft tone as he began to shudder. "It's okay," she cooed as his shoulder slipped out of her grasp, and he let out a loud moan. "Wake up," she said firmly.

"_No...no...no..."_ he groaned behind closed eyes as he began to thrash around more violently. His arm flailed and slapped against her side as his legs went into spasm. They flailed as she rolled her body over his and held him in place firmly, only with a surprising amount of difficulty. It had been no shock to Carol when Hank Pym and Tony Stark told her that she was one of the strongest Avengers, her only real competition being Thor, the Hulks and the Thing. And even then, she had the potential to get stronger simply by absorbing energy. At her base strength, she knew she was in the ninety-ton range, a far cry from the media's assumption that Peter was somewhere around five to ten tons. Thinking back, she realized that he was always just strong enough. She remembered seeing a broadcast of him holding a building over his head, and another where he tossed a tank. Those where not feats to be ignored, especially when she considered that he always held back, even when he was sparring with her. _"No Otto...let her go...help you...get...No!" _His eyes shot open, and his body went into full-action mode. With one simple movement, he cleared Carol away before pouncing to the ceiling, panting as he did so. His eyes darted from side to side as Carol gently floated into the air, raising herself to be at eye-level with him.

"Shhhh..." she said as she placed her palm against his cheek. "I'm right here," she continued as he panted slightly with slow, drawn out motions. "You're perfectly safe," she said as his features relaxed, and he flipped down onto the floor, letting out a small sigh as he did so. "You going to tell me what you saw?" she asked as she lowered herself back down, and rested her head against his shoulder.

"Do I need to?" He replied with a shrug that left her slightly crestfallen. It was as if he didn't trust her with the knowledge of what he had seen. She knew, but it still hurt her that he refused to talk about it openly.

"I think it helps to talk about things," she said as she wrapped her arms around his waist. "Bottling them up inside can only make them worse."

"Well it's not like there's anything I can do to make them go away," he replied briskly as he sat down on the couch.

"You know," Carol said as she sat down beside him, and pulled him close. "A few months ago, I had this reoccurring dream. I was standing in front of a crowd of people. And I was completely naked. Then," she said as she leaned her head against his. "A huge weight crashed down on me. No matter how hard I pushed back, it just kept getting heavier and heavier until it finally became to much for me to handle," she finished with a slight sigh.

"You nev-" he began to say as he pulled his head away and looked at her straight in the eyes.

"It stopped right after we started going out," Carol cut in with a slight shrug. "The point is, sometimes we can't fight something like that off on our own. Sometimes, even _Captain Marvel_ needs help. Sometimes, _Spider-man _alone isn't enough." She hoped that her words would get him to open up a little bit. Unfortunately, she was wrong, and he simply got to his feet.

"Do you want eggs for breakfast?" he asked sheepishly. "I woke you up, so I'll handle it. Besides, I've got some stuff I need to handle before heading to Boston," he shrugged as he made his way into the kitchen, leaving her heartbroken. She bit her lip as she knew that she was never going to get an answer out of him, and that there where only a few people in the world that would stand a better chance of getting him to open up than she did.

If only two of them weren't dead.

"Yeah," Carol replied as she got to her feet. "Yeah you go do that and I'll meet you back here around noon?" She asked as she entered the kitchen, unable to help herself from admiring his still-naked body.

"Noon," he said as he pulled out a small frying pan. "You don't have to-"

"We're a team, remember?" Carol replied as she moved to give him a quick peck on the cheek. "We do things together. And I doubt there's much you can do to convince John about your secret. And lets not forget that you still need that picture to get your job back," she smiled as he cracked a few eggs into a bowl. For a fleeting moment, her mind flew back to the previous night, where she had imagined herself holding a small child in her arms, knowing it was hers. That was something she definitely wanted for herself. And she felt that he deserved the same, even as the two of them sat down for a gentle meal that didn't take very long.

"You got your outfit all ready for the big day?" Peter asked as he grabbed the dishes from the table.

"Janet's making it," Carol replied as she moved around the table, trying to help him as much as she could. "She told me it'll be ready by tonight. And yes," she smiled before planting a kiss on his cheek, "I think you'll like it," she finished as she helped him with the dishes. In less than half an hour, Carol was fully dressed and flying out the window, towards a destination that would forever hold a place in her deepest, darkest nightmares.

Spider-Island.

The entire facility had been thoroughly stripped by S.H.I.E.L.D the day after the explosion. Now all that was left was a husk of a prison. Even from up high she could see the gaping hole in the roof that their battle had created. The edges where scorched badly, and it was obviously to treacherous for anyone to consider exploring, or dwelling in, as she was aware several homeless people had attempted to do. For now, until the city could decide what to do with the ominous structure, the only residents where mice and rats, which scurried away as her feet touched the cold floor. To her left was the tank which held the files on the 'miracle' formula that had allowed Peter to re-gain his lost limb and eye. G entirely made out of metal, it had survived the explosion relatively untouched, although it's contents where destroyed, which meant it's secrets had died along with it's creator. Which could be viewed as either good or bad in her mind.

What she couldn't view as good in any capacity was the graffiti on the walls. Sometime after the place had been cleared out by S.H.I.E.L.D, some teenagers snuck inside and had defecated the place with foul language and imagery. Most of the 'art' was harmless enough. Some of it was even skillful. One person had even sprayed an elaborate picture of Spider-man punching out a thug. But, someone else had slapped a crudely drawn arrow through his head, and a penis in his mouth. That made her want to scream. And she did.

She let out a mighty roar as she lashed out with her fist and slammed it into he wall, turning it dust. And she didn't stop there, either. She slammed her foot into an adjacent wall before letting out a powerful burst of energy that seared straight through several walls and into the open. She felt a little bit better, for all the good it did.

XXX

"So Cap," Jessica Drew smiled at him as she slipped onto the couch. "All ready for the big, undercover op tomorrow?" He simply shrugged a response, still unsure about the event itself. He certainly trusted Peter enough to know that he could be right, so that wasn't the issue. The issue was he was just confused.

"No," the super-soldier replied, "I don't see the point in-"

"What, getting all dressed up?" the raven-haired woman teased as she leaned her head back. "That is the point. And maintaining cover, of course," she said with a slight chuckle as he took a small sip of coffee.

"I get why _we're_ doing it," he clarified, "what I don't get is why people would dress up like that for fun. Why not be more inventive?" he asked.

"What's more inventive than dressing up as a Pokemon?" she replied with a slight chuckle as she shifted her legs.

"A what now?" Steve asked, completely lost.

"Fictional animal," Jessica replied with a sigh. "With superpowers like lightning, fire-breathing, hydro-kinesis. You trap them in little metal balls and then ave them fight one another."

"That sounds horrible," Steve replied as Logan walked into the room. "Almost like it encourages animal cruelty and-"

"it's a television show," Jessica said with a near-musical laugh. "Tell him, Logan."

"Tell him what?" the feral mutant replied with a grunt as he shrugged his shoulders.

"Never mind," Jessica said with a sigh. "I forgot I was talking to world-war two survivors," she said as she raised her head. "Oh, Logan, is there any word on Mystique's location?"

"Huh?" Logan replied as he gave the female spider a confused stare. "Who told you about the Mystique situation?"

"Yesterday," Jessica said as she sat up on the couch, "you told me and Carol that Mystique was heading this way. Any word on her location?"

"No," Logan replied as he made his way to the door. "I was at the school yesterday. And I've got no Idea where that bitch is," the X-man said as he left the room, leaving the two Avengers perplexed.

"He might have just forgotten," Steve offered with a glance.

"He's not that stupid," Jessica replied with a nervous gulp. "And he knows Carol well enough to not make that kind of mistake. And he's not the type to joke around. No one would make that kind of Joke about mystique to Carol. Not even Peter."

"No one would joke around abut that woman," Steve said as he realized what could have happened. He shuddered as he thought about how much damage the shape-shifter could really do, because they had no way of detecting her presence, save for code words. "I'll go tell Tony, tell him what happened. You call Carol and do the same," he finished as he got to his feet and raced towards the hallway, hoping that they weren't to late to stop whatever plot the woman had in mind. His feet pounded down the hall as he turned left and right, rushing past Logan and his fellow X-man Alex Summers, also known as Havok. The two of them where deep in conversation as Steve rushed past.

Eventually, he turned into the main briefing room, where Tony was in conversation with the President of the United States via video feed. And no matter how urgent Steve thought his news was, there was no way he was going to interrupt the leader of the free world.

"I can't do that, Mr Stark," The President said as he crossed his fingers. "In order to issue the death penalty, I would need to release the prisoner's name to the public. Unless you want me to appeal to congress," the man sighed, "In which case that would take a few weeks to a year. And during that time, his name would get leaked to the press," he continued as Steve stood at a silent attention, waiting for his turn to speak.

"Hmph," Tony said as his face contorted. "I'm going to have dinner with the minister of criminal justice Sunday night," he continued as a grim expression crossed his face. "I'll see if I can get him to speed things up. Or at the very least, support your motion." Steve knew that Tony must be truly desperate about something to be speaking with the president about it. And to also be arranging personal meetings with politicians, who Steve knew he shared a general disapproval of. In his opinion, they talked to much and acted to little. Of course, there where exceptions to every rule. The man in office was definitely doing his best with the hand he had been given.

"Until then," the president said with a nod, before the screen went blank.

"Until then," Tony replied as he turned around and faced Steve. "Please tell me you've got some good news. Like Jess is waiting for me upstairs in her-"

"We have reason to believe that Mystique was in the building yesterday," Steve said firmly. "Logan says that he was with the X-men yesterday, but Spider-woman said that he warned Carol that Mystique was in town. And I don't believe that Logan would just forget something like that," he finished as Tony set his hands down on the table.

"_Shit," _the Iron Avenger muttered. "Where's Carol?"

"No idea," Steve replied. "It's her day off,so I assume she's making the most of it. Jessica is going to call her, though," he finished as the very woman he was speaking about walked through the door.

"Jessica _tried _to call her," she said with a huff. "She's not answering her home phone. And I was only able to leave her mobile a message, telling her exactly what we think happened." Together, all three Avengers shared nervous glances with one another, praying that they hadn't been to late to act, and that Carol wasn't being held hostage by her arch-nemesis. Or worse, as they all knew what the terrorist was capable of.

XXX

"Oh Peter!" his Aunt said as she opened the door, inviting the two of them inside the small apartment that she shared with her husband, who smiled warmly as he greeted his guests and ushered them into the living room. "It's been a while since you dropped by!" she said as Peter was forced down onto the couch, alongside Carol as John gave Peter's arm a stare. They had been unable to fully explain what happened yet, which was why they had avoided dropping by. But now, they where ready to lay everything out on the table. "Do you two want something to eat? I-"

"I'll handle it May," John said as he grasped her arm. 'You-"

"No," Peter said with a weak smile on his face. "This is a...more serious discussion," he continued as he felt Carol's hand slip over his own, giving him courage to continue speaking. "And I need you both here for this," he said in a sure tone as he fought back his rising insecurities. Both his Aunt and adopted Uncle exchanged glances as they sat down on an adjacent couch. He took in a deep breath as he mentally went over the conversation in his head, hoping it would come out like he planned. "This is mainly for _your _sake, John," Peter sighed, "and what I'm about to tell you is very, very secret. I've only told a handful of people myself." If John had looked uneasy before, now he looked extremely nervous, unlike his Aunt, who seemed to have settled back in her seat.

"I'm sure-" John began to say, only to stumble over his own words. "Go ahead, son," he said with a nod, "My lips are sealed."

"I'm..." Peter said, with a slight pause as he felt his girlfriend's hand wrap around his. "I'm not wearing a prosthetic," he said as he pulled back his sleeve, revealing a bare arm, earning a slight gasp from both the elderly people in the room. "I...well...was...I'm Spider-man," he said with a sigh of relief. Unfortunately, to his shock, John let out a small laugh.

"That's a good one," John said with a smirk as he looked towards his wife, who bore a serious expression. "Right? You-"

"You want me to show him?" Carol asked with a slight shrug.

"Show me what?" John asked. Mere seconds later, he got his answer as Carol engulfed her hand in yellow energy. Which clearly surprised the older man, who's mouth hung down in shock as he stared ahead, allowing Peter to continue.

"Do you believe me now?" Peter asked with a raised eyebrow. "I waited because I wanted to see how things between you two would turn out. And then, well... the situation changed," he muttered as his eyes dropped down somewhat. "The bit with my arm was real. I did lose it for a while. But that changed too," he continued as he brought his head back up and gave a weak smile. One that John didn't seem to reciprocate, even as Aunt May smiled and leaned inwards.

"I think you did the right thing," she said warmly, "and-"

"No," John said as he shook his head. "No, I want to know why it took you _this long _to tell me something this important." He said defiantly as he pointed his finger towards Peter in an accusing manner. "You have some explaining to do."

"I don't know how much there is that I can explain," Peter replied.

"Start with why you didn't tell me the truth," John shot back, "to begin with?"

"To protect you," Peter said honestly. "I don't tell people because I want to protect them. Which is why you can't tell your son and-"

"I see no reason why I can't tell my son," John replied coldly. 'Because, as far as I'm concerned-"

"Because if you do," Peter said firmly, "then he'll make the knowledge public. And then with one quick Google search," Peter continued to explain, "every single person who I've managed to piss off will know where i live, and where I am weak," he heaved as he inclined his head towards Aunt May. "They'll have two options. Go after me and risk a direct confrontation, or go after someone who doesn't present as much of a threat. Like a friend, or a family member."

"Carol, dear," Aunt May said as she got to her feet. "Why don't we go outside for a minute? Let these two talk things over."

XXX

May Parker was no fool. She knew something was up with her nephew from the moment he walked in the door. And she also knew better than to try and force information out of him, that it would be easier to go at it from a different angle. Which was why she stepped out of the apartment with Carol Danvers under the guise of getting fresh air. But she also knew that it would be best to not open with a direct question.

"At first," May smiled as the two of them walked down the empty hallway. "I thought he was going to tell me I'm going to be a grandmother," she continued with a light smile, "or that you two got engaged."

"Well I wish we had good news for you," Carol replied as they turned towards the door that would lead them to the roof.

"John would have found out eventually," May replied with a slight sigh as she pushed open the door. "I think he's just a little shocked, that's all. He'll get over it and everything will be fine," May finished as she leaned on the railing, and looked out over the city.

"Yeah," Carol sighed, "eventually."

"So you two are living together now," May asked honestly.

"Yeah," Carol replied as she leaned on the railing. "A few months now."

"And going strong?" May asked.

"Very," the woman replied.

"Then you can tell me what's up with him?" May asked as she turned her head to face the woman, and showed her a stern expression that few could ignore. Even an Avenger.

"He's not sleeping," Carol replied as the wind ripped at their hair. "He's having nightmares, and he won't talk to anyone about it," she continued as she wiped a strand of hair out of her face. "He hasn't told anyone, either. And that's the part that worries me."

"Well," May said solemnly, "that's the way he's always been. Afraid to burden others with his troubles."

_**Next Time: Avengers At Comic-Con! Who will go as who? What other costumes do you want to see? Leave your opinions below!**_

_**Also, I'd like to take this opportunity to give a thank-you to everyone who has reviewed/favourite/ is following this story, it really means a lot to me. And big shout-outs to Reborn Dark Phoenix (Peter/Carol Fans should go check out his story, 'Love & War') patrickthenobleman (go read 'the spider, the bird, the goblin & the law') And Dakkaman777 (go check out 'The Marvel Alliance'!)**_

_**Also, I'm always on the lookout for any good SpideyXMs/Captain Marvel (I call them Petrol) stories, if there are any suggestions. **_


	5. Avengers at Comic-con

"You look ridiculous."

That was the remark that Tony Stark gave him as he entered the room. And in truth, Steve definitely had to agree with him. The clothing felt wrong, and out of place. Especially when he was standing in a room with a man in a suit of robotic armour. Somehow, wearing a 'Lone Ranger' outfit was more ridiculous than anything he had ever worn. But it was still miles ahead of some of the other suggestions Janet Pym had given him, which included dressing as a bat-themed vigilante, an alien, and something she called a 'Stormtrooper.' If he had a least favourite part of the operation, this was definitely it, seeing Tony Stark's mocking expression. "High-Ho silver?" the armoured Avenger mocked as the only other door that lead into the room opened, revealing Jessica Drew.

And she was wearing nothing but a gold bikini, with a single strap of fabric that draped down over her legs, and a chain wrapped around her neck. Of course, this quickly caught Tony's immediate and undivided attention. His eyes seemed to slide down her body slowly, as if he was mentally absorbing the entire image. And given who he was, Steve was sure that was what was going on.

"You like?" the raven-haired super-heroine asked as she sauntered around the table, swaying her hips for her boyfriend to see as she did so. Obviously, she was loving how she was able to tease Tony like she was. And he was having a hard time trying to decide whether or not he should reprimand her for exposing herself like she was.

"So now we just need to wait for Peter and Carol," Steve said, cutting off the obvious sexual teasing that was going on between the two Avengers. "Before we go over the rest-"

"They've been scoping the area out," Jessica replied as she set her hands down on the table. "Looking for all the building's exits, entrances and possible getaway points," she sighed impatiently as she clicked her nails against the wooden table. I do think we need to discuss something else though."

"What?" Steve asked with a side glance.

"Mystique," the arachnid super-heroine replied with a sigh. "I think we may have overlooked something. Something important," she continued as Steve rolled his shoulders back. "She heard me refer to Peter by name. So, if she has an intended target..."

"Obviously it would be slightly easier to go after Peter," Steve reasoned with a shrug. "I'm sure they're both very well aware of this fact. Besides," he continued as he resisted the urge to tug at his uncomfortable outfit. "Peter's no stranger to threats like her. He's got a fairly large rogues gallery of his own. Some of which give the best of us trouble," he finished with a nod, which was returned by both Tony and Jessica curtly.

"Well I still think we need to re-double our security here," Jessica said with a wave of her hand. "Hiring a telepathic security guard might be a good place to start," she stated with a slight smile as she glanced over towards the clock. It was nearly eight in the morning, which meant it was time for the operation to get underway. And Steve knew that the sooner that it started, the sooner it would be over. Which was why he was so eager to get into the car.

XXX

He felt a mixture of surprise, arousal and slight unease as she walked out into the alleyway, flaunting her hips as she did so. That was what accounted for a good amount of the arousal. What he was surprised and uneasy about was the fact that she was wearing a form-fitting version of his original Spider-man outfit, albeit with the mask off, and in her hands. His eyes slid down her feminine frame, while his mind teetered between joy and disapproval. On one hand, he loved the way his design looked on her. It certainly looked better on her than it did on him, when he first designed it.

But on the other, it brought back some memories that he didn't like to think about.

"You hate it," Carol said as her hands dropped to her sides, "don't you?"

"What?" He replied, perhaps with a little more exaggeration than he should have. "No!" he continued as he pulled her into a tight hug, pressing her against the simulated gold-and-white armour that he wore. "_Vous avez tellement beaux_,"(You look so beautiful) he remarked, in the cheesiest french accent he could manage, "see, I can speak the language of love. Or that sentence, at least."

"_Vous____êtes un tel mauvais menteur,_" (You're such a bad liar) Carol replied with a smile, probably because she knew that he had no idea what she was saying to him. Which he didn't. "_Et n'essayez pas de parler d'une fille dans une langue étrangère quand elle parle elle couramment_,"(And don't try to talk to a girl in a foreign language which she speaks fluently and you don't) she smiled wickedly as they shared a swift kiss.

"I didn't understand a thing you just said," he replied with an honest smirk on his face as the two of them headed for the street, where they could already see people in a wide variety of different outfits. Most of which he had a difficult time recognizing.

"Well I don't understand what you're wearing," Carol shrugged as she gave him a gentle push against his shoulder. "So we're even," she finished as a familiar-looking cowboy and scantily-clad space princess approached from the left.

"I take it you never watched _Power Rangers, _then" Peter shot back as he tapped his fist against her shoulder.

"No," Carol smirked, "I was to busy being normal."

"Says the half-Kree woman who's dating a man who can stick to walls," Jessica Drew said with hearty laughter as all four of them turned to walk inside the doors. They where able to bypass the line, because they had been able to secure V.I.P passes, courtesy of Tony Stark. "Nice costumes, by the way," she said as they passed by a herd of running children, who where followed by haughty-looking adults. "His?" she asked.

"Gift from Jan," Carol remarked. "His would never fit me. Not unless I wanted to go around with as much skin showing as you do," she continued as they stopped in front of a large map. On it, they could see that there where five floors to cover, with each floor being large enough that it would require all of their attention. Luckily, they had help, in the form of Tony and Janet, who had agreed to monitor the security cameras, and feed them information through text messages.

"Okay," Captain America sighed as he scratched his chin. "We'll be looking for people dressed as Avengers which should narrow it down somewhat and-"

"I've seen three Daredevil's, two She-Hulks, an Iron Man and a Wolverine since getting here," Jessica cut in as she crossed her arms in front of her chest. "It won't be that easy. But," she said with a slight pause as she waited for a man dressed as a fez-wearing Doctor to get out of earshot. "The fact that they'd need to carry the money somehow means that they might stick out."

"Unless they hide it as part of a costume," Carol said as she eyed a man dressed as her mentor. Clearly, that was something she didn't necessarily approve of. And it was showing, as her hands tightened into fists. "We need to split up, I think," she said with an annoyed tone as an announcer's voice blasted over the P.A system about a special screening of a film that was starting in a few minutes.

"Agreed," Captain America remarked. "You and Jessica will take the top two floors, while me and Peter handle the other three, since those ones have all the exits," he continued as a mass of people rushed past them, presumably heading for the screening. "We check in every half hour right here, though."

"Deal," they all said in unison, before parting ways.

XXX

"You just had to go with that uniform," Jessica said as they pulled out of earshot of Peter and Steve. "Didn't you?" Carol sighed, understanding where her friend was coming from, and that she was right.

"I know," Carol replied as she wiped a strand of hair out of her face. "It was stupid, I know. But believe me, I had the best of intentions and-"

"Best of intentions?" Jessica snapped as the two of them began to ascend a flight of stairs. "Maybe you didn't see the way he was standing," the arachnid heroine continued accusingly as the slipped around a group of people dressed as the Ghostbusters. "The way he kept looking at you. Carol, you really hurt him there."

"I was trying," Carol said as she choked back the tears that where beginning to form in the corner of her eyes. "I was trying to show him that that's how I preferred him," she stated as she looked around the room, hoping for a distraction to arrive in some form or another. Unfortunately, all their seemed to be where a group of teenage boys who couldn't peel their eyes away from Jessica's exposed skin.

"What're you talking about?" Jessica huffed, ignoring the stares she was getting.

"Well..." Carol said, lowering her voice as she did so. "The whole 'armour' thing," she sighed as her eyes flickered from left to right, still looking for anything suspicious. "It just...to me it seems like he's hiding in a shell. That he's afraid of something, that he's not good enough."

"You mean the whole 'it gives me a tactical advantage' bullshit?" Spider-woman sighed as the two of them found a seat at a small table. "I asked him that question a few weeks ago. And he gave me the same answer that he gave on the talk show."

"You noticed that too?" Carol asked as her eyes trailed towards a group who passed them by. She took note that they where all wearing Avengers outfits that matched the ones she had seen in the restaurant several months ago.

"The whole team noticed it," Jessica replied as they both watched the group walk past. Unfortunately, someone noticed that they where being followed, and quickly whispered to his friends. The two friends where very quick to react, as they pulled out hidden sub-machine guns, and began to fire.

XXX

"So you two are still going strong?" Captain America asked him as they patrolled the fringe of a large crowd.

"Very," Peter replied with a slight shrug, "why do you ask?"

"Because you're clearly upset about what she's wearing," Captain America said as they rounded a corner, and passed by a troop of Wookies. "What the hell are those things?" the first Avenger asked as he removed his hat.

"Wookies," Peter replied as his eyes flickered to a rather overweight man dressed in a 'Ms Marvel' outfit. That was obviously an image he wasn't going to get out of his head for some time. In fact, he felt like he wanted to wash his eyes out with soap.

"What the hell..." Captain America began to say, before shaking his head. "Never mind, I don't want to know. Just tell me," he continued as they walked towards a costume vendor. "Where you upset because she was wearing your old outfit, or because she's so hypersexualized in it?" That question certainly caught Peter off-guard. He was so distracted by it that he bumped right into a woman wearing a bright yellow Pikachu outfit. She gave him a scolding look, which accused him of trying to cop a feel.

"I think," Peter began to say with a slight shrug. "That...I dunno..."

"If you really have strong feelings for her," Captain America said firmly, "You'd never be able to answer that question."

"Yeah," Peter muttered back. "I mean, I think I know what she's trying to do. And I love her for it and-"

"You know in all the time I've known you Peter," Captain America smiled, "I've never heard you say you _love_ someone like you just did. Are you sure you can just throw that word around?"

"What?" Peter replied, "of course I love her! In fact...He sighed as they approached the vendor, re-focusing his attention on the mission at hand. The Vendor, who had several Avengers outfits on display was sitting on a lawn chair with a portable table in front of him. About half of the outfits behind him seemed to be accurate, while the other half seemed to be slutty versions of Female Avenger outfits. He winced as his eyes glanced over the 'Ms Marvel' one, which had the lightning bolt cut out, which would leave a woman's cleavage hanging out for the world to see. His mind flashed between the large, balding man in in the outfit, and Carol wearing only her mask and boots. He did his best to banish the first thought from his mind, while keeping the latter in a special place, even as he started to run his mind through the matters of money. Something which was always a problem for him, and had been on his mind for a few weeks now more than usual, as he began to foresee a large purchase in his future.

"What can I do for you gentlemen?" the vendor asked with a smarmy smile on his face. "See something you like? I've got all the Avengers here, if you want to check them out," he continued as he opened a box. "Let's see...Thor...Daredevil...Iron Fist...Spider-man...Captain America..." he continued as he closed the box tight and smiled, "And I couldn't help but notice Tommy Oliver's eye on my slutty Ms Marvel. Looking to pick something up for a lady?" the man grinned, "because-"

"We're in the market for authentic Avengers outfits," Captain America cut in. "Particularly we need an Iron Man one. No one else seems to have anything decent. We want to show people up at contests and such. And since we don't have powers-"

"Well," the vendor said as he scratched his chin. "I can get you boys something better, perhaps," he said as he glanced from side to side, almost as if he was looking for security. "How much are you willing to pay?"

"What're you offering?" Peter asked firmly as he leaned inwards. The man smiled, and reached towards a box that was under his chair. The box in question was sealed with a key, which the man used to unlock it, before presenting it's contents to the two Avengers. Inside where ten separate vials, each labelled with names like 'Wolverine' 'Luke Cage' 'Spider-man' and 'Flight' 'Super-strength' 'Speed.'

"Mutant Growth Hormone," the vendor whispered in a low tone of voice. "I've got a contact who tailors it to match specific power-sets," he grinned wickedly as he held up one of the vials. "One of these babies is enough for twenty-four hours just imagine..." he grinned, as the sound of gunfire erupted in the distance, which caused both Avengers to turn around.

Three gunmen, each dressed as a different Avenger where charging forward, holding their weapons in the air and shoving past panicking bystanders. Peter could tell that they where untrained in the use of firearms, which was a good thing for everybody around them. What wasn't a good thing was that the weapons that they held wouldn't require accuracy to cause bloodshed. He cursed himself for not having his armour available to him, or even his old web-shooters. All he had to rely on was his body.

Which proved to be enough to take out two of the gunmen with well-aimed kicks, as Captain America tackled the third. Much to the surprise of the vendor, who's mouth dropped in shock.

"Shit..." the man stammered, as Jessica and Carol flew into view. "Avengers and..." he moaned as his eyes flickered towards the box of MGH in his hands.

"And you've been caught with an illegal drug," Jessica stated coldly as she made a motion to grab the box, only for the man to pull away.

"No Fucking way!" he shouted as he grabbed three vials in his hand. Before any of them could react, the man jabbed them into his arm. In less than a second, the vendor's skin began to bubble and tear, along with his clothing. Obviously, the three dosages where reacting to one another in an unexpected manner, as the man grew to almost fifteen feet tall, and gained muscles that could rival the Hulk's. The creature swung it's fists, knocking Captain America aside with ease. It would have hit Peter as well, if he hadn't leaped into the air, earning a powerful roar from the monster.

"Is anyone going to say it?" Peter asked as he rolled beneath the monster's legs and let out a mighty kick, as Carol and Jessica attacked it's head. The creature stumbled back as Captain America got back on his feet, just in time to jump out of the way of the former vendor's foot. "Fine, I'll say it," Peter quipped, "Oh no! The Ranco-"_ Thud!_ In an instant, everything went black.

XXX

"No!" Carol roared as she saw Peter go flying, thanks to a surprisingly fast kick from the monster. He soared over three abandoned pavilions before she managed to catch up with him. She wrapped her arms around him tightly, seeing that he was unconscious, before landing. A quick inspection revealed that he had sustained severe damage. The fibreglass helmet he had been wearing was shattered, which allowed her to see dozens of tiny cuts all over his face and neck. And some of them looked particularly nasty, and would definitely require some attention.

But, even his injuries paled in comparison to the fifteen-foot tall monster that sent both Jessica and Steve flying into displays of merchandise.

"_That's it," _Carol roared as she shot to her feet and flew straight towards the monster, tackling it from the side and sending it through the wall as she struck a series of powerful blows into it's side. Each strike would have been enough to kill a normal human being, but this thing was able to take the punishment. So she did the logical thing, and lifted it into the air, before throwing it down into the street with a mighty _Crash!_ But she didn't stop there. She dove down and delivered a powerful blow to the monster's head, knocking it out cold just as the police arrived on-scene. As did a S.H.I.E.L.D transport, accompanied by Iron Man.

"What happened here?" Tony asked bluntly as she saw Steve exit the building with the three gunmen in tow.

"MGH," Carol replied as the two of them descended downwards, "the guy pumped himself with three vials of it after a couple of gunmen showed up." She finished as Steve handed the men off to a police officer.

"Apparently," Steve said as he wiped the sweat off his brow, "those men where looking to buy some from him. Five grand per vial," he continued, earning a slight nod from Stark. "And they had several million, which makes me think they where into something big. Lucky we could cut them off at the source," he finished, as a cry was heard, coming from the entrance to the building.

"_SOMEBODY HELP!" _The voice of Spider-woman shouted, earning the attention of all three Avengers. Carol's heart skipped a beat as she saw that Jess had Peter's body draped over her shoulders. She rushed to the side of her friend, and pulled him off, so that she could get a better look at Peter. In addition to the cuts on his face, she now noted the large red spot growing in his chest area, and several smaller ones across his arms. Immediately, she rushed to check for a pulse, praying that the worst hadn't happened.

She was able to breathe a sigh of relief once she felt a steady beat. He wasn't dead, that much was certain. she knew that he was going to live, because she had seen him get hit harder. And because she needed him to, which was why, even as the S.H.I.E.L.D transport pulled into view, she leaned in for a swift kiss on his lips. She was careful to avoid the wounds, though, not wishing to disturb any clots.

"_Ow..." _Peter moaned softly as his eyes fluttered open, the first thing they fell on being Carol's. "Well...if this is what heaven looks like...I'd say it's not to bad so far," he moaned as she felt his hand caress hers slightly. And very gently, she caressed him back, as he was loaded onto a gurney, for transport to the Mansion by a team of S.H.I.E.L.D agents, one of whom made a motion to separate Carol's hand from Peter's. But as soon as she glared at him, the man backed off and allowed her to enter the transport. Which was a very smart move on his behalf.

XXX

"Carol, can you come here please?" Henry McCoy, also known as Beast, asked as he slipped his head in the door. Carol, who hadn't left Peter's side since they had arrived back at the mansion several hours ago, sighed as she got to her feet, knowing that whatever the furred Mutant had to say was obviously important, and probably had something to do with Peter's condition. Otherwise she knew he would never have spoken to her.

"What's wrong with him?" Carol stated clearly, not bothering to beat around the bush. She was worried, and there was no point in denying it. For some unexplained reason, Peter had become unconscious during the ride back to the mansion, and hadn't shown any signs of recovering since. Added to the fact that she noticed that his wounds weren't healing like they should have. While she knew his healing abilities weren't on par with Wolverine's, she knew that there should have been some progress. After all, she had seen him recover from losing his eye to the villain known as Morlun at one point. A few gashes should have healed up in an hour or two.

"I... I don't know," Henry sighed as they stepped into the hallway, and he closed the door. "His regenerative abilities aren't kicking in for some reason that eludes me," the X-man said as he rubbed his chin. "My only theory is that the...creature's skin possessed some form of bacteria that is slowing his healing abilities down to a crawl. I will have to wait for further tests to come back, however," he finished.

"How long will those take?" Carol asked as she did her best to remain calm.

"Work faster," she fumed as Steve, Tony and Janet rushed into view.

"But," Henry said calmly, "there is something we can try. We can try and boost his abilities temporarily with a small dose of MGH. That might remove his injuries, at the very least," he finished as Carol cast a glance towards the door. She understood the risks of using the drug, that it might have some long-lasting effects on his body. She sure as hell didn't want him mutating like the guy at the convention did. She knew that she had to put her faith in Peter, and not a street drug.

"I have to go make a call," she said before slipping past the Doctor, and headed back into Peter's room. Fortunately, he had placed his cell phone in his pocket, and it hadn't been damaged in the fight, so she was able to use it to dial one of his saved numbers. The most frequently used, in fact.

"_Hello?" _the voice of May Parker quipped from the other end of the line. _"Peter? Is that you dear? I-"_

"Mrs Parker-Jameson," Carol said coolly as she sat back down in the chair she had been using before.

"_Carol? Is that you?" _May Parker replied, _"where is-?"_

"He's hurt," Carol replied as she reached out with her hand, and grasped his. "Badly. He's...he hasn't moved in four hours," Carol continued as she rubbed his palm as she kept the cell phone against her ear. "I just thought you should know."


	6. Healing & Hearts

"No change, Doctor?" Steve asked as he entered the observation room. Inside, Hank McCoy was studying several machines that fed him a stream of data. Most of which Steve failed to understand. He was a soldier, not a scientist, after all. The observation room had a single, large, one-sided window that gave the people inside a clear view of the infirmary. Which, at the moment, only included Peter Parker lying on a bed, hooked up to a variety of machines. What struck Steve as odd was the fact that he was alone. According to what he had been told by Jane Foster, who helped the Avengers by maintaining their infirmary, Carol had spent most of the night by his side, holding his hand.

"Some change," Hank replied as he made a series of notes on a piece of paper. "He's begun to recover from his injuries, which is a good sign, at least," the mutant doctor continued as he crossed the length of the room, muttering something under his breath as he did so. "He's had brief moments of clarity. Which is another good sign."

"Define 'moments'" Steve asked as he leaned against the glass, and stared at the sleeping Peter Parker.

"Anywhere from a few seconds to an hour," Hank replied as he examined a piece of paper that bore a series of lines on it. "Generally, they've been getting longer and longer," he said as Jessica Drew entered the room, wearing a simple pair of grey sweatpants and a ruffled AC/DC T-shirt. Which told Steve exactly where she had slept the previous night.

"Anything triggering his alert state?" Jessica asked as she brought a cup of steaming coffee to bear, and handed it to Dr McCoy. "Because Cap and I both know he hasn't been sleeping that well the past few weeks. He needs all the rest he can get, as far as I'm concerned. So if we can drug him..."

"As far as I can tell," Hank replied as he took a small vial of blood and placed it in a machine. "The only thing that has triggered his bouts of lucidity is close proximity to Miss Danvers."

"Figures," Jessica huffed with a smirk as she leaned against the adjacent wall. "He's awake just in time to get some action and-"

"Actually," Hank cut in with a friendly tone of voice. "Close proximity to loved ones can theoretically increase the functionality of one's immune system," he said as he took a sip of coffee from the mug he had been handed by Jessica. He leaned up against the glass, just like Steve did before continuing, "and that boy needs his immune system to be strong."

"Okay you lost me there," Jessica said as she stood up straight. "He's got a potent healing factor. Easily on par with you, Steve." a brief moment of silence hung in the air as Hank took in a deep breath, obviously preparing himself for a long-winded explanation.

"His healing abilities have been nullified," the X-man said without pause. "To the point of being just above average. So," Hank continued in a serious tone of voice. "Aside from stitches, and spending the night in a Hyperbaric chamber, there's not much-"

"A what now?" Jessica asked impatiently.

"A pressurized chamber," Hank explained. "It lowers the body's temperature and puts the person in a near-coma state. Which helps the healing process," he sighed as a machine beeped to his left, printing a sheet of paper as it did so. "And as I was saying," he continued as he tapped his foot on the ground. "Stitches and medicine are only a preventative measure. A band-aid, if you will. The only way I believe that the effect of the bacteria that I'm sure is blocking everything is a small dose of MGH. And as doctor," Hank said solemnly, "I refuse to administer a treatment without the consent of the patient, or next of kind."

"Well get Carol in here," Steve said with a shrug. "I'm sure she counts as next of kin, and-"

"She refused to make that kind of decision," Hank said with a sigh. "She re-directed me to his Aunt last night."

"And she's on her way here," Jessica said with a shrug as she wiped a lock of hair out of her face. Steve turned to face her as she continued, "She's an hour out."

"And where's Carol?" Steve asked with a slight nod, once again wondering where she was, and why she wasn't present.

"Sleeping," Jessica replied, "she needed it. I don't think she got more than four hours of it last night, and she shouldn't be killing herself like that," the female arachnid vigilante finished coolly as Steve's pocket buzzed, indicating he had a message coming from his I.D card. He pulled it out, and saw clear text displayed on the screen. "_Parker's Family here."_

"She's here," Steve sighed with a slight smile. "I'll go get her. Jess, You get-"

"On it," she replied swiftly as the two of the exited the room.

XXX

A dishevelled May Parker stood in the centre of the grand hallway of the Avengers Mansion. She was alone, save for the statues that lined the walls. Though try as she might, she couldn't see her nephew's just yet. All that was there was a plaque, bearing his name and a series of dates on it. She assumed that if he was going to be getting one of the statues, it simply hadn't been completed yet. But in her heart, she knew it would outshine them all, when it was done.

Her heart was something that had been perplexing her for the last few days. Ever since Peter's last visit, when he had told John of his secret, something had been growing in her mind. She had thought that it would be a happy occasion, one after which she would be able to celebrate her nephew's accomplishments with her husband out in the open. And there where so many accomplishments worth celebrating. And she had tried, at first. But it didn't take long for her too see through the facade her husband was putting up for her sake. Something was off with him, and she wasn't sure what it was. And something that had to take a back seat, after the news she had received the previous night.

"Mrs Parker?" said the voice of a man with broad shoulders as he descended the stairs. He had a head of short-cropped blonde hair, and a worried expression that May never saw during his press interviews.

"Yes," May squeaked softly as she walked towards the bottom of the stairs.

"Infirmary's up here," Captain America said as he beckoned her to follow him, and presenting his arm for her to hold onto. He lead her up the stairs as he explained the situation in more detail, "he sustained trauma yesterday afternoon from a major blow to the upper body. And he's been..." he continued as they reached the top step, and where joined by two more figures, one of whom she recognized as being Carol Danvers. The blonde woman was clearly either very tired, or still waking up. Or both.

"He's been in and out of consciousness ever since," Carol said as she ran her hand through her hair. "Mostly out. And he's hardly able to string three words together. The most I was able to get out of him was 'Good night Carol.'" May was immediately able to pick up the amount of worry in the woman's voice as she spoke. And she also heard the exhaustion well, as they walked towards what May assumed was the infirmary. They rounded a corner and stepped into a room full of machinery which May knew she would never even begin to understand. Standing inside the room, was a man covered in blue, cat-like fur, wearing a lab coat and looking over a piece of paper, muttering to himself.

"...sign of anemia..." he muttered before turning towards May, and smiling.

"Mrs Parker," the Doctor said as he crossed the distance between the two of them. "I wish we could have met under more...joyous circumstances. But..." he said as his voice trailed off, "Peter seems to be suffering from an elusive ailment that I have yet to fully pin down."

"Why?" May asked intently, as she looked from the Doctor to Carol. "Tell me what-"

"He's not recovering," the Doctor said plainly. "His cells aren't working the way that they should. Almost as if they're being taxed to the limit," the Doctor continued solemnly as he paced the length the room. "I do, however, have a solution; but I won't do it without consult of the next of Kin," he finished with a slight nod.

"And?" May asked, "What is it?"

"Mrs Parker," the Doctor said softly, "have you ever heard of Mutant Growth Hormone?"

"I-" May replied, not knowing what he was referring to. "No," she said.

"It's-" the Doctor began to say, before he was interrupted.

"A street drug," Carol stated clearly as she folded her arms across her chest. "Nothing more. Nothing less. And-"

"It could prove to be the key in Mr Parker's recovery," the Doctor replied firmly, but respectfully.

"Hank you didn't see that guy at the convention," Carol shot back as she took a step forward. Certainly, this woman wasn't one to back down easily. And she seemed to be very strong-willed, which May had to admire. And she suspected that was something her nephew admired as well. "You didn't see-"

"I saw the footage," 'Hank' replied, "and I have tested the sample myself. And I have found no adverse effects on several mice, and myself," he continued as he turned to face May directly. "It's the fastest way to ensure his full recovery." May sighed, not sure if she was qualified to make the right decision in any right. But she also understood that she was the only one who could make the choice, and put her faith in the Doctor's words.

"Do it," she nodded, praying to god she was making the right choice.

"Follow me," Hank said as he picked up a syringe filled with an opaque liquid, and exited the room, and entered another. May followed, and nearly ran to Peter's bedside. Her mouth dropped at the sight of the cuts on his face, some of which had droplets of blood spilling out of the stitches. She caressed the side of his cheek as Hank moved around the table, and Carol took up a spot behind May. Obviously, the woman was ready to intervene at a moments notice, as Hank stuck the needle into Peter's exposed arm. Almost instantly, his eyes shot open and his arms twitched uncontrollably. "Peter," Hank said as he pulled out a small flashlight from his coat. "Look at me," he said as he shone the light in his eyes, "what is the last thing you remember?"

"I..." Peter mumbled as he blinked, and shook his head. "MGH supply...there was a monster...he hit me..."

"Good," Hank said as he clicked the light off. "There seems to be no memory loss. I will..." he continued as he looked around the room, "leave you three alone, then." He finished before exiting the room quickly. Not that May paid much attention to him, instead she focused her energies on her nephew, who laid his head back on the pillow as the cuts on his face receded into tiny red slits. He blinked as he continued to take in his surroundings.

'Aunt May...?" he asked with a disbelieving tone, "when did you get here...?"

"A few minutes ago," May replied with a smile as she grasped his hand.

"No," Peter replied, "I've only been out for a few minutes. There's no way..." his voice trailed off as he looked past May's shoulder, towards Carol Danvers. "How long was I out?"

"For the better part of the last twenty hours," Carol replied as she moved around to the other side of the bed. May watched as she grasped his hand gently, and rubbed her thumb over his palm. "You had me scared a little bit there," she half-smirked in response, "web-brain."

"Huh," Peter said with a weak tone, "even scareder than the Boston Bridge incident?"

"Not funny."

XXX

It was two days before Carol even let him get out of the bed without physically restraining him. It took the combined efforts of Hank and Peter to assure her that he was okay to be up and moving. Though he was still confined to the Mansion, save for a single excursion, in which he handed Robbie a picture of himself and Carol, in costume. As agreed, Robbie agreed to pay him, and offered him his old job as a free-lance photographer. Not what he had wanted, but still better than nothing. As Carol had put it, 'it's a start.'

But it wasn't enough of a start for him. He wanted to be pulling his share of the weight in the relationship. And since that seemed to be getting to him, more than one Avenger approached him about that. The most prominent of them being Captain America, who sat down at the table with him one morning as he poured over the classifieds reverently, highlighting ones that interested him. Which where few and far between.

"Still having trouble in the job area?" Steve asked lightly as he set his hands down on the table.

"Yeah," Peter replied as he ran his hand through his hair. "Yeah, working for the Bugle again is nice but...It's not enough to live on. Add to the fact that I have such a hectic lifestyle what with the Avengers and all..." he sighed as he set the pen he had been using down on the table, "how does Tony do it all?"

"Tony has a personal assistant," Steve replied with a smile as he clapped his hand across Peter's back.

"Where can I get me one of those?" Peter smirked as he leaned back in the chair. "Preferably with health benefits, sick leave, paternity leave-"

"Paternity leave?" Steve asked as he took a sip of coffee. "Is there something that-?"

"Not yet," Peter replied with a raised eyebrow. "No super-babies yet. Besides," he continued as he bit his lip, "I'd have to buy a ring. And i can't afford that yet," he finished with a slight yawn.

"Yet?" Steve asked with a raised eyebrow, as Carol entered the room. Which caused Peter's mind to reel as he searched for a possible change of subject, as his girlfriend wrapped her arms around his neck, and planted a soft kiss against his cheek. A quick glance towards the super-soldier revealed a large, stupid grin across his face as Carol's breath sent shivers down Peter's spine.

"You know," she said with a whisper, "I really think you should consider the book idea. Written from 'Peter Parker's' point of view on the superhero world" she said as Jarvis entered the room.

"Excuse me," Jarvis said in a plain tone of voice. "There seems to be a small crowd gathering outside, on the street."

"What do they want?" Steve asked as he began to get out of his chair, obviously worried something was wrong. Peter shared his concern, and was halfway to his feet by the time Jarvis had raised his hand calmly. In fact, the Butler seemed to be smiling somewhat.

"They are requesting Spider-man and Captain Marvel," he said simply as a smirk edged at his lips. "Apparently, you two have a cult following now."

"Oh," the Two heroes said in unison, as they made their way out of the room. He headed to the basement, where his suit was kept, while she headed for the outside, to handle the crowd while he got ready. That didn't take him very long, as he had nearly mastered the art of donning his power-armour. Within three minutes, he was hovering over the screaming crowd.

"_Marvellously Amazing! Marvellously Amazing!" _they chanted in unison, raising signs as they did so. In the front of the crowd there was a line of video camerasand reporters. All of whom zoomed in on both him and Carol, as he landed beside her, and nodded.

"He wasn't kidding," Peter quipped as he raised his hand in a greeting gesture, which Carol mirrored. "Was he?" their combined gesture seemed to drive the crowd wild, as they erupted into a thunderous applause. Even some of the reporters started to clap, as they stepped forward, and before fully brandishing their microphones.

"Care to comment on how you two think your relationship affects the Avengers line-up?"

"When did you two first start dating?"

"How will the fact that you two where on separate sides of the super-human registration act affect-"

"One at a time, please," Carol said as she lowered her hand, and assumed a press-ready pose. One that he was quick to match as the swarm of reporters nearly surrounded them. "First of all," Carol continued with a nod, "there's a lot of inter-team dating. There always has been. A lot of Superheroes like us find it a lot easier to relate to someone both in- and out-of the mask. So I don't think anything's changed, really. Except we watch each other's backs a little bit more than the others."

"Because I don't like the idea of Wolverine watching her backside," Peter quipped, earning a roar of laughter from the crowd, and a sharp smack on the shoulder from Carol. Which, in turn, got even more laughter as another reporter stepped forward.

"Have you two agreed to appear on the late show?" the reporter, a woman in her mid-twenties asked intently, "After all, you where invited on live television last night and-"

"Well I never caught wind of that," Peter replied with a slight shrug. "But we'll have to talk it over, obviously."

"How has the whole registration-act business affected your relationsh-?" another man asked.

"Water under the bridge," Carol replied with a nod.

"-and are there any plans for a family yet?" the second part of the man's question seemed to catch Carol off-guard, and left them both speechless for a second. And in that second, the crowd began to chant again, this time a lot softer, however.

"_Kiss, kiss, kiss, kiss, kiss, kiss..."_He turned to face Carol, and nodded. She returned the nod subtly as he raised his face-plate. Before he could be fully revealed to the world, she planted her face in front of his, and her hands on the side of his helmet. Her lips collided with his passionately, and her tongue penetrated into the interior of his mouth. Both tongues slid up alongside one another as both of Carol's legs floated into the air several inches. They had definitely made the day's top news story without really trying.

And now, more than ever, Peter was sure as hell going to do his best to come up with the money he needed.

_**A/N: **_

_**What could he possibly need the money for...?**_

_**And what do you think is wrong with Peter? **_

_**And do you think Dr. McCoy (or someone else) will be able to find a cure?**_

_**(Hint: It's already been revealed!)**_


	7. A Marvelous Proposition

Birds chirped overhead, and cars drove past the small diner, stirring up small amounts of dust as they did so. But he didn't let any of that bother him as he got to his feet and pulled out a chair for one of his best friends in the world, who smiled as she set her expensive-looking purse down on the table.

"Such gentlemanly behaviour," MJ smiled as she flipped her hair out of her face. "A girl might think you're trying to impress her or something," she continued as she shut down her cell phone and crossed her fingers. "Which means you might have a death wish."

"There are worse ways to die," Peter replied with a grin as he sat back down, and signalled for a waiter. "How's the night-club going?" he asked casually as he managed to catch the attention of the waiter.

"The renovations are almost complete," she sighed slightly as she glanced to the side. "But I re-opened a month ago. And already, business is booming," she continued to say as the waiter approached them from the side, "I might be able to open a second club within the year," she shrugged as the waiter came to a stop, and took their orders. He ordered a simple roast beef sandwich, while MJ ordered a chicken tortilla. The man thanked them and assured he would be back soon before leaving, at which point MJ continued, "how's your job situation going?"

"I convinced Robbie to give me some part-time work," Peter replied with a slight shrug. "And a second club?" he asked intently as he laced his fingers together, " really? Aren't you afraid you might be getting ahead of yourself?" he found himself enjoying his day off, which Carol had demanded he take. She told him he needed some time away from all the craziness that had ensued after his injuries, and the public announcement of their relationship. Which was still making front-page news, even a week later. More than once, he considered whether or not they had made a mistake in announcing it to the world.

"I know how to run a business," MJ shot back playfully, "And don't go changing the subject on me like that. Is Robbie giving you enough work?" she asked as she leaned inwards, "or is he just trying to exploit you like Jameson? Because if you want," she continued as she placed her hand over his, "I'm sure I could find you something at my place and-"

"Of course he's trying to exploit me," Peter replied as he leaned in as well. "But he's far nicer about it than Jameson. He pays better too. And," he continued as he noticed the waiter returning with their food, "No offence, but I think working for you might..._overstep_ someone's comfort-zone boundaries," he said, placing particular emphasis on the right words so that MJ would catch his drift. She did, as she leaned back in her chair, letting the waiter place their respective plates in front of them.

"Yeah," MJ said with a smirk on her face, "I guess I can see that. Still, the offer remains," she continued with a sigh as she swept her hair out of her face. "If you want to talk it over with her, at least," the red-headed woman continued before taking a bite of the food in front of her. She smiled as she leaned back once more, "by the way, you two are very photogenic together."

"You saw that?" he replied with a chuckle.

"The whole world saw that," MJ said with a slight smirk on the fringes of her mouth. "Very inspiring. You two managed to stop the painters in their tracks with that," she continued as she took another bite out of her lunch, and he did the same. He smiled at the many memories that where similar to the scene playing out before him. Though, he found himself imagining a blonde woman in MJ's place.

"I never imagined that," Peter said as MJ let out a hearty chuckle.

"It was quite a sight," she said as she slapped her hands against the table. "One by one, they pulled out their cell phones. Even their boss did it eventually," she smirked, "and I came out to ask what was going on. They showed me." She sighed as she set her chin in her hand, as a car blaring it's music drove past, "The two of you still appearing on the late show tomorrow night? Or-"

"Yeah," Peter replied with a shrug, "we're still appearing. Still going strong," he smiled warmly as he ran his hands over themselves. Something with MJ was quick to notice, even as he continued, "very strong."

"That strong?" she asked with a raised eyebrow. He sighed, knowing there was no way he'd be able to avoid her question. And that it was better to just let it out than drag out a conversation to an inevitable conclusion. "Because, Peter," MJ continued as he reached into his pocket, "I'm your best friend, and I want to -" she was silenced as he pulled out the small black box. It was very simple, with no ornate decorations.

"It's not for you," he quipped as he handed it to her. She smacked him across the arm before opening it, revealing a shimmering dark blue diamond, embedded in a black and blue band, which had two inlaid specks of gold, offset by two more specks of red amethyst. The entire thing had cost him three paychecks, but he felt that Carol would love it. Or he hoped, at least. He knew he would be distraught to the core if she rejected him. But he banished those thoughts from his mind as he looked at MJ, who smiled at him as she closed the box. "I figure that, plus a fancy restaurant should be enough and-"

"I think you've found yourself a real gem in her, Peter," MJ said as she handed him the box, and he slipped it away into his pant pocket. "Have you told your Aunt yet?" she asked intently.

"I called her last night," he replied with a smirk.

XXX

"Crap. Crap. Mega-crap. Reality crap. Mega-reality crap," Carol sighed as she flipped through channel after channel on the large television that dominated the common room of Avengers Mansion. The day had been a long one so far. Tony was out on a business meeting. Jessica and Steve were doing a presentation at a local High-School. So that meant the only ones in the Mansion, other than herself where Hulk, who was very anti-social, Tigra, who she had never gotten along well with, Wolverine, who was almost as social as the Hulk, and Thor, who was busy sending Wolverine in to a deep sleep by telling him stories of Asgard. _Why did today have to be his day off? _Carol pondered as she considered calling Peter, if only to have someone to talk to. But, she knew that he was meeting Mary-Jane Watson for lunch, and she refused to intrude on his catching up with old friends.

So, she was left to flip through channels absentmindedly, praying that something other than _Who wants to date a millionaire? _was on. Eventually, she left the news on, hoping that something would catch her interest. Whether it was some interesting tidbit of information about a celebrity, or excellent coverage of something newsworthy. Unfortunately, the only thing that seemed to still be worthy of coverage was the constant stream of 'Ms Marvel & Spider-man!' _The least they could do is get my name right,_ she mused as she laid her head down on the side of the couch. She watched as a team of 'relationship experts' otherwise known as wannabe talk-show hosts, discussed their relationship. She watched as one of them suggested that Spider-man may be trying to improve his public image by dating a well-respected Avenger. While another said it was a publicity stunt for the team as a whole. A third 'expert' said that they had been going out for some time, and then proceeded to point to a picture of 'Ms Marvel and Spider-man working together'. Her points where rather valid and she spoke with confidence. However, the picture she used was of Moonstone and Mac Gargan, during Norman Osborne's time as the director of H.A.M.M.E.R. That was enough to completely undermine the otherwise fairly sound argument, and Carol considered picking up her phone and calling the number displayed on the bottom of the screen. But, she thought better of it as she laid her head down and sighed. But only for a minute, as the program was interrupted by coverage of a scene downtown.

The footage was coming from a helicopter about a hundred feet in the air. She could see people running in a mass panic, away from a red mass that she vaguely recognized as being 'the Juggernaut', one of Peter's regular foes. She shot to her feet and shouted to whoever would listen that she was headed out to deal with him, before making her way to the launch pad. On the way, she willed her clothes to change themselves into her standard Captain Marvel uniform, which now included a mask.

Not for her own sake, though. It was more to ease Peter's mind, because it would be to easy for someone to recognize her, then figure out who he was, and then go after someone vulnerable, like his Aunt. And that was something she knew she would never be able to live with, if that woman ended up getting hurt at the hands of a vengeful Mystique or Moonstone. Within minutes, she arrived on the scene, gently touching down on the ground, behind the fuming Juggernaut.

"Cain Marko," Carol commanded in a cold tone of voice, which caused the titanic villain to turn towards her. "You are under arrest for reckless endangerment and-" he slammed his foot into the ground, causing a shock-wave to erupt and nearly knock her off-balance. This gave him enough time to start charging towards her. Fortunately, she was to quick, and slipped around him. Unfortunately, he was headed straight for a tour bus, which had pulled to a stop nearby, which she was forced to lift out of the way. "Cain Marko," she repeated, "you are-"

"_SHUT UP, MS MARVEL!" _the criminal replied as he grabbed a empty car, and tossed it at her. She caught it and set it down as Marko began to thunder away. He was no speed demon, however, and Carol caught up with him rather quickly, and swept his legs out from underneath him. She knew that the only way to stop him was to cut off his momentum. And she knew that the most effective way of doing that was to prevent him from walking, so she slammed her fist into his kneecap. It didn't do any good, as he was able to absorb the blow with ease, and kick her away. _"You're dating that web-freak, right?" _Juggernaut taunted as Carol got back on her feet.

"I really hate it when he gets called a freak," she hissed as she tightened her fists, trying to devise a better strategy and finding none. All she could do was react to the series of trees Marko threw her way. She made sure to catch each and every one of them before charging him at full speed, and ramming into his stomach. She managed to push the behemoth back several feet before he brought his fists down on her back with surprising speed. A scream split through her lips as she rolled on the ground. Juggernaut had hit her with enough force to break the back of a normal human, and although she wasn't fully human, the blow hurt like hell.

"I really like it when I make the ladies scream," Marko taunted as he picked her up with one hand, and drove his fist into her stomach. "All night long," he snarled as he struck her again and again. He raised his fist again for a third blow, but Carol was faster, and fired a photonic blast into his eyes. Most of the blast was absorbed by his helmet, but the effect was still the same, as he was blinded temporarily. She was given enough time to drop out of his grip, and fire two more blasts of energy into his armoured body, followed by a powerful punch to his ribcage.

"The only way," she spat as she flanked him with her superior speed, and struck him several more times, "that you'll make a girl scream is by showing her your ugly face!" She continued as she bashed him on the side of his head with an axe-kick, and used her momentum to roundhouse-kick his knees out from underneath him, sending him to the ground violently.

Before she could do anything, however, he managed to grab a hold of her leg, and slam her into the ground. The momentary distraction was enough for Juggernaut to get back on his feet, before Carol could react properly. He swung his fist, and she was forced to roll away, and get to her feet. _This is the part where Peter would come in handy, _she thought as she flanked the behemoth, and drove her fist into his back. _He's so good at distracting the psycho's,_ she thought to herself as she struck Juggernaut's shoulder, earning a roar of pain as she did so.

Looking around, Carol spotted a lamp-post lying on it's side, and decided that it would make a perfect restraint for Juggernaut. With a simple motion, she picked it up and wrapped it around the villain's hands and feet, earning a mighty cheer from the crowd as she did so.

Through sheer stupidity, a series of reporters and cameramen passed under the police line. Apparently, since Juggernaut was restrained, he was no longer a danger in their minds. But Carol knew better, and moved away from the behemoth before the media vultures could swarm her. But once they did, there was no escape the bombardment of questions.

"_Captain Marvel! Why isn't Spider-man with you?"_

"_Where's Spider-man?"_

"_Have you two decided to break things off?"_

"_Are there any plans for a wedding yet?"_

"_People are saying you've gained weight. Are you pregnant with Spider-man's child?" _Carol raised her hand, bringing about a calming silence to the mass of reporters, so that she could speak properly. Otherwise, they would have kept talking, and not given her a chance to speak.

"It's Spider-man's day off today," she said calmly. "So he's having lunch with an old friend, and no, we haven't broken things off. We're still going strong," she continued in a friendly tone, despite her extreme dislike of the personal questions. It almost seemed as if they where interrogating her. "And there aren't any plans for a baby yet. Or a wedding," she smiled, "Unfortunately I have to go now," she said as she took off into the sky, trusting that the police would be able to handle the unconscious Juggernaut.

XXX

"...and as you can see," Steve said to the mass of largely uninterested teenagers. "We have a trove of individuals to call upon to cover a variety of threats. Tho-" Jessica cut him off with a hand on the shoulder and a smile on her face.

"They're not interested," she whispered softly, "you're rather boring sometimes, Cap. No offence," she continued before turning towards the crowd and spreading her arms wide. "It takes real guts to be an Avenger," she said as she paced out in front of the crowd, "and-"

"Not to mention Super-tits," someone yelled from the back row. Two teachers began to make their way towards him, but Jessica cut them off swiftly.

"I think a practical demonstration is in order," she smiled warmly as she beckoned the boy forwards, escorted by two teachers. "There's a lot of split-second decisions made while doing what we do. Decisions that could end in life or death," she taunted as she circled around the boy. Obviously, she was manipulating her pheromones to both terrify the boy and tease his emotions. It was something she often did with opponents during a fight. "That's something he did right there," she snapped as she faced the boy down, "you're trying to worm your way into my head. That's good. It's something S.H.I.E.L.D looks for in it's agents. A practical skill, but sometimes overlooked," she said before she swept his feet out from underneath him. Immediately, the boy's hands raced up to catch himself, but that was unnecessary, as Jessica already stopped his fall by grabbing his arm. She whispered something into his ear, and he quivered before she let go. The boy raced back to his seat, nearly terrified as she re-assumed the centre of the room. "Am I getting through to anyone?" she asked, and the principal rushed forward, carrying a smartphone. The Principal proceeded to show Jessica the screen, and the super-heroine nodded. "Maybe a current-world example is better used," she smirked as she waved her hand towards the projector they had set up. But instead of still images, it showed coverage of a fight between Carol and the juggernaut. On either side of the screen where statistics regarding both combatants. Carol was on the right, and Juggernaut was on the left. "Captain," Jessica said, "do you want to take over? You're the expert in tactics," she nodded, and he gulped before re-taking the spotlight.

"From a direct comparison," He said, as he steadied his voice, and pointed to the screen, "Captain Marvel would win. She's stronger, faster, and smarter. But," he continued as he paced left and right, "But, Juggernaut has one advantage. He's willing to hurt innocents. She is not. So, she will be forced to re-direct her attention if anything he does endangers bystanders. One of the reasons we ask people to clear the area," he said with a slight cough, "when there is a super-villain around. We only have your best interests at heart. But," he sighed, "as I was saying, tactics. Another disadvantage Captain Marvel has had was the fact that she has to restrain her enemy. Juggernaut could kill her, if he wanted to-"

"Though one would have to question the sanity of someone who would even think about damaging a hair on her head," Jessica piped up, "given her romantic situation." he definitely had to agree with her on that part. No one, not even Dr Doom or the Red Skull, would be able to survive Spider-man's wrath if they hurt Carol. Even someone like the Hulk would be frightened, which in on itself was a frightening thought. One that he wanted to banish from his mind as soon as possible. Which he did, by finishing the presentation, along with Spider-woman. "That was hell," she said as soon as they entered the common area of Avengers mansion, "I was never that bad."

"I thought you where going to break his arm or something," Steve replied as he sat down in one of the chairs. Almost as soon as Steve sat down, Hank McCoy entered the room, muttering to himself. "Still stumped, doctor?" he half-joked at the Mutant's perplexed state of mind. It made Steve feel like less of an idiot for not knowing what was happening.

"All the signs point to Autoimmune disease," McCoy muttered as he sat down, and rested his hands in his palms. "But I've checked the signs against every known variation, and come up with nothing," he sighed with disbelief. He scratched his head before continuing, "I'm completely stumped on this one. It's both so simple and yet so elusive. If I could just narrow it down, then I could do some more good," he finished as his head hung low in defeat, and the door swung open once more, revealing a smirking Peter Parker wearing a simple spring jacket.

"You're not supposed to be here," Jessica snapped playfully, "get lost."

"Is Carol here?" he asked intently, completely ignoring Jessica's words. As he spoke, he cast his eyes around, looking for her.

"No," Hank replied, "I believe she hasn't come back after the Juggernaut incident earlier today. Why?"

"Well..." Peter said, somewhat nervously, "I wanted to be spontaneous with a date. Take her out to dinner. A romantic walk in the park," he smirked with a slight shrug. He was definitely hiding something from them. And Steve's mind didn't take long to figure out what it was. "Maybe sit on a bridge in the moonlight." He finished as he dug his hands into his pockets.

"It's three in the afternoon," Jessica said with a smirking glare as she leaned back in her chair. "You'd be hard-pressed to take a moonlight stroll at this hour. Besides, she's not here, like Hank said."

"I could give her a call," Steve offered with a shrug, "tell her that you where here looking for her."

"Could you?" Peter asked as his eyes lit up. "And ask her to meet me at _'Monsieur Dumont's' _at seven?" he finished with a hopeful smile, which Steve was sure to return. With that, Peter turned around and left_,_ his step carrying a bit more of a spring than when he came in. Which Steve could appreciate on several levels, as he turned to face his fellow Avengers.

"I think I'm covering monitor duty tomorrow," he joked, earning a hearty laugh from Jessica, just as Tony entered the room, with a tired expression. He slumped down on the nearest chair and discarded his tie.

"No, tomorrow's Parker's job," Tony said with an exasperated sigh. "Weekly schedule says that-"

"I have a feeling he's going to be preoccupied," Jessica smiled as she wrapped her arms around Tony's shoulders. "In fact, he might just break a record for number of times one of his bones gets broken in six hours," she cooed as she whispered something into Stark's ear. Evidently, it was something enjoyable, as his expression perked right up. He whispered something back, and the two of them got to their feet, smirking and chuckling as they made their way towards the door, and the upstairs, where Tony had a master suite all to himself. Or, rather, himself and Jessica. This left Steve alone with himself, as Dr McCoy promptly left the room, still muttering to himself.

To combat the silence, Steve switched on the television, hoping to find something somewhat entertaining. He passed the time, eventually finding a game of football that caught his eye.

XXX

To say that Peter was nervous was an understatement. He was nearly shaking in his shoes as he waited. He checked his watch every five seconds, more for a distraction than anything. It was fifteen minutes past seven. And since he knew that Carol could travel across the city in less than five minutes did little for his confidence. Was he being stood up? Had she decided to break things off with him? Had something come up? He had checked his smartphone, to see if there where any reports of superhuman fights in the city. Aside from Cloak and Dagger leading a raid on a small-time prostitution ring, there was nothing. Which only left two extreme's in his mind; either she had dumped him outright after guessing the intent of the night. Or she was in _serious _danger. And since he was well aware of the fact that Mystique was in town, the latter was very much in the front of his mind.

"Dining alone, monsieur?" the waiter asked with a weak, understanding smile.

"No," Peter replied with a slight shake in his voice, "my girlfriend's just running a little late. That's all," he smiled as he ran his hands over one another, before reaching for the small box in his pocket. The waiter seemed to by sympathetic, as he set a glass of water down for Peter, and patted him on the back. As soon as the man left, Peter got up, and made his way to the bathroom. As soon as he was in the stall, he popped out his phone, and dialled into the Avengers Mansion. Two painful seconds passed before Jarvis picked up the other end of the line.

"Hello sir," Jarvis answered, "how is your splendid evening going? I must say," the butler continued, "we didn't expect to hear from either of you until the morning."

"Is Carol th-" he began, before he comprehended Jarvis's words. "Wait, she's not there at the Mansion?"

"No, sir," Jarvis said in a somewhat surprised tone. "I caught Colonel Danvers as she exited the mansion half an hour ago," he said without pause. "She seemed rather excited about your planned evening together and-" Peter nearly dropped his phone as he hung up, and dialled Carol's number. He didn't breathe until his call was answered.

"Well," a smooth, wicked-sounding female voice said from the other end of the line, "if it isn't the world-famous _Spider-man. _I'm sorry to say this, but Carol can't come to the phone right now...she's a little tied up at the moment," the voice finished with a slight cackle.

"_Mystique_," Peter growled.

"That's right, _hero."_

**A/N: Tell me what you think! What do you think of the ring Peter got for Carol? Does the colour scheme (Black band, blue diamond, tiny red & gold gems around it) fit? And how many weeks will Mystique wind up in the hospital for, due to Spider-related injuries?**


	8. Haunting Laughter

_A few hours earlier..._

"You're back," Jessica said with a slight shrug as Carol entered the room. "Juggy give you a hard time or something?" She asked, as a small smirk edged at her face. Carol simply ignored it as she slumped down on the opposite chair and sighed. "You really helped our presentation," she quipped with a smirk, "so thanks. Cap would have put them to sleep otherwise."

"I ran into a string of gang-bangers and robberies," Carol replied as she sunk lower into the chair. After two hours of dealing with guys who just wanted to stare at her chest, she needed to unwind. And in a way that didn't involve putting people's heads through walls.

"That's not your style," Jessica said with a nod, as Steve entered the room, and sat down on one of the arm chairs. "One might begin to think that the bug-man is rubbing off on you," she said with a slight smirk, which grew larger as she glanced over at Steve. The Super-soldier returned her glance with equal glee, which momentarily raised Carol's suspicions. But once again, she ignored them, and sighed even deeper.

"The bug does more than rub off on me," Carol replied, "Sometimes I rub off on him. And some times I rub him off for him," she finished with a wicked smirk, recalling pleasant memories. Jess leaned back with a look of glee, while Steve looked somewhat uncomfortable. Which wasn't that surprising, given the time in which he had grown up. He probably could only barely handle the clothing some women wore, and the way they talked.

"I don't need to hear details," Steve remarked as he leaned back in his chair. "But, speaking of the bug," he continued as his smirk returned to his face, "he stopped by, and asked us to tell you to show up at _Monsieur Dumont's _at seven tonight."

"_Dumont's?" _Carol replied with shock, knowing full well how expensive that place was. It wasn't like him to be so expensive, especially for her. She preferred simplicity and cost-effectiveness. Not that money was really a problem for her, after she had published a book several years ago. On more than one occasion, she had suggested to Peter that he should do the same, given the amount of stories he had to tell as Spider-man. He could even have done it as an interview-style, to cover his own ass.

"Yeah," Jessica shot in her direction. "Dress up nice. And don't be late. Unless you want me to take your place..." she smirked with an evil grin. "I'll trade you Tony for the night," Spider-woman chuckled as she tossed a strand of hair out of her face. Now Carol was beginning to think something was out of place. So she decided to retaliate with passion.

"I tried that once," Carol replied with a shrug, recalling a post-registration period where she had hooked up with Tony, "didn't work out to well. Make me a better offer."

"A better offer than Parker?" Steve asked with two raised eyebrows. "Good luck with that in this day and age," he said as Tony walked into the room, wearing business pants and a white shirt. In addition to the somewhat tired expression on his face. He was completely zoned out, and the only thing that he seemed to focus on was Jess's smile as he almost crashed down beside her. Clearly, he had experienced a rough day at the office. And he would be thoroughly attended to by Jessica during the night. An experience Carol had a nagging feeling she would be repeating with Peter tonight. She simply smiled as she got to her feet, and walked out of the room, softly humming to herself.

She had several hours to kill before seven o'clock, and she decided to fill that time with a routine workout. A workout which included pumping seventy-tone weights in rapid succession. She did that for nearly an hour, never tiring in the slightest. Although she did wind up a little bit sweaty, and she decided to shower, which took her another half hour. A half hour of letting the warm water cascade down her body, caressing it gently. It felt good, but not as good as Peter's hands did when they ran around her body. Something about his touch was different. His touch wasn't in the business of using her body to pleasure himself, like most of the men in her life. Instead, it was always about her. He always made sure she was the one enjoying herself. If she didn't like something, then he didn't do it, it was that simple.

And if she liked it? Well, then he did it it droves, to the point of driving her insane with pleasure. He did whatever pleased her until her cries of orgasm threatened to make ears bleed. And she was sure that was what made him happier than anything. Though she also knew a few of her tricks that he would never said no to.

She sighed as she finally shut the water off, and wrapped a towel around her body before exiting the bathroom, and headed straight for her personal quarters in the Mansion.

Although she had her own apartment, she liked to keep a small stock of clothes ready, in case something ever happened. Since she had a public identity, she was well aware of the danger of a super-villain attack on her home, and thus was always prepared. One of the precautions included her favourite dress, which Janet Pym had designed for her a few years ago. It hugged her body perfectly, accentuating her feminine curves. She smiled as she put on a dash of makeup, lipstick and eyeliner before heading back out into the hall, and down the stairs. She passed by Jarvis as she made her way towards and through the back door, which no one from outside could see.

"Taxi!" she shouted.

XXX

He pushed the doors open so hard they nearly broke in half as he entered the command room. Already Spider-woman, Hercules, Thor and Captain America stood around the table, discussing something. They stopped, however, as soon as they heard him enter. They all seemed sure to give him enough room, for fear of suffering his vengeful wrath.

"Have you traced her cell phone?" he demanded as he set his hands down on the table. He had already gone to the trouble of donning his armour, so that he would be able to make a quick exit, and make sure Mystique suffered painfully. Both for kidnapping Carol, and ruining what was supposed to be a beautiful evening for the two of them. He could only pray that they would have more evenings to share together.

"We tried," Jessica said sternly as she folded her arms across her chest. "But the signal's being bounced around every relay tower within a hundred miles. It's gone before we can get a secure link." He could see worry lines etched across her face. In an instant, he knew that she was as worried about Carol as he was, which wasn't a surprise. She had known Carol longer, after all.

"Dammit," Peter growled as he curled his armoured hands into fists. "No call from Mystique? No ransom demands?" In his heart, he knew the chances of that where very slim, to the point of being non-existent. But he could still hope.

"Nothing," Captain America said firmly as he gestured towards the map-table, which lit up and showed a three-dimensional hologram of the city. "But, we've had some luck," he continued as he gestured to the point on the map which showed the Mansion. "The police, and S.H.I.E.L.D haven't reported any unauthorized takeoffs. So that means Mystique should be forced to stick with a car or a van," Captain America said with a huff.

"Unless she's got a tele-porter," Peter replied, praying that wasn't the truth.

"No energy anomalies either," Jessica said as she rested a hand on his shoulder. "So we're certain she's still in the city. Or within A hundred miles of the mansion, at least," she continued as the door to the command room opened up, revealing Wolverine, who wore a gruff expression. "We're gonna find her," she whispered into Peter's ear, for comfort. Not that it helped him much. He was to consumed by his worry for her words to have any effect on him.

"I can't sniff her out in here," Wolverine grunted with indifference. "So she wasn't taken here. Not that here would have been to smart, what with all the cameras and motion trackers," he shrugged as he pounded his fist into his palm. He, like Peter, was itching to get out into the field and look for Carol, who he had worked with on several occasions with the military and C.I.A.

"And we've got another problem," Jessica said with a sigh. "Tony was found in his office five minutes ago. Completely drugged. Hank says he'll be fine but he's out of commission-"

"Mystique?" Peter replied gruffly.

"Well considering the two of use where snuggled on the couch an hour ago watching Dr Who," Jessica sighed as she unfolded her arms. "Yes. She was here. Which means that she isn't working alone, as she couldn't take Carol out like that."

XXX

_Splash. _Something wet struck her face. Someone had thrown water at her. Muddy water, by the awful taste in her mouth. Slowly, she opened her eyes, revealing a dark room, with only a single, dim light bulb in the centre. _Insert joke about idiots and light-bulbs here, _she thought with a grimace as she blinked, finding herself unable to focus properly. Obviously, she had been drugged. She just couldn't remember when. The very last thing she remembered was getting into a cab, wanting to arrive to her surprise date with Peter like a normal person would. Two shadowy figures dominated her vision, one of whom was clearly male, and the other, who had been the one to throw water in her face, was female.

"Wakey wakey Danvers," the female, who's voice she instantly recognized as Mystique, sneered.

"_Bitch..." _Carol shot back as her head rolled to the side slightly. She summoned her strength, and tried to break free of the bonds that held her hands and feet in place. However, she found that her limbs only barely obeyed her will, and she was unable to break free of the restraints. Which came as a shock, since she could normally bench-press close to a hundred tons. _Another side effect of the drugs...? _she wondered as she tried to get a better look around the room. It was to dark for her to see, unfortunately.

"_Aww.." _the Male figure, who's voice she could not properly place, sneered from where he stood in the corner of the dimly-lit room. "What's the matter, Spider-slut? The ropes a little to much for you? Ha!" _Okay Danvers, _she thought to herself as she ignored the man's comment, and tried to figure out her situation. Her powers weren't working, on account of the drugs. So there was no hope of simply powering through Mystique and her friend. She would have to worm her way out of her bonds and take them out in hand-to hand combat. Unfortunately, she didn't know if there where more goons nearby. Or the identity of Mystique's accomplice, who could throw a wrench in her escape plan if he had any powers whatsoever. Add to the fact that if either of them saw her trying to escape, they might kill her outright.

"You're still wondering how you got here," Mystique taunted as she slapped her palm against Carol's cheek. "Aren't you? I can see your feeble _Homo Inferior _mind working to unravel it. I'll make it nice and easy for you," the shape-shifter continued, "You had a run-in with an old friend of mine this morning, which I set up. He gave you a small dose of nanobots," Mystique explained with glee in her voice. "Which I activated when you where at your most vulnerable," she smirked before continuing, "One simple push of a button, and I put you to sleep."

"_Homo Inferior?" _Carol snorted back, "That's original...How long did it take you two bricks to come up with that? A few hours? I-" she was cut off by Mystique's hand slapping her hard across the cheek. And it hurt more than it should have. Perhaps she had gotten a little too used to her powers, and the durability that came with them. She was shocked to find a small trickle of blood dripping down her nose. That hadn't happened in years. And when it did, it was because of the likes of Thor, or the Hulk. Someone with strength that could rival her own. Something was definitely off with her powers.

"Felt that one," Mystique taunted mercilessly, "didn't you, Danvers? Sting a little?" The woman sneered as she patted the other side of Carol's face. "Don't worry," she continued in a mocking tone of voice as she sauntered around Carol. "Your powers will return eventually. Give it a day or two and you'll be back to...whatever it is you and the bug do...Or did do, at least," the blue-skinned mutant finished with a gleeful smirk. One that Carol had every intention of punching right off her face the next time she got a chance.

"Leave him out of this," Carol snapped viciously.

"Who?" Mystique asked, mocking Carol's tone of voice. "You mean me?" she said as her voice and body morphed into Peter's, only he was wearing a mask and costume. His original, in fact. Which allowed Carol to breath a sigh of relief. She didn't know what he looked like. He was safe, for the moment. "Or me?" Mystique continued as she morphed into Mar-Vel's body, sending shivers down her spine.

"I think S.H.I.E.L.D might be missing you," Carol taunted back as her head rolled to the side. "They'll want you back."

"Oh I don't think so," Mystique replied harshly. "No one can find us here. Not S.H.I.E.L.D, not the Avengers..."

"And not the web-head," the man in the back of the room sneered, "I've got something special waiting for my old friend. Don't you worry," the man finished, with Carol still being unable to properly place his sinister-sounding voice, "I'll show you his head. Just his head. Nothing attached and-" Carol tried to leap out of her restraints, but failed. But she still managed to spook the man into cutting his sentence short. Which was a small, but appreciated victory.

XXX

"Cap," Peter said over the coms system as he sailed through the skies of New York, "Anything on the ground?" Jessica flew beside him, both for moral and physical support. Steve and Logan where on the ground, doing a similar grid search, while Thor and Hercules contacted other teams and local vigilantes in the area, asking for any help they could offer. So far, they had enlisted half of the Young Avengers and Daredevil. Which still didn't seem like enough, in his mind. They had contacted S.H.I.E.L.D, who declined, because they where already occupied with an A.I.M cell in lower Manhattan, but they had agreed to keep their eyes and ears open. After all, Mystique was not above working with A.I.M to accomplish her goals.

"No," Steve's voice replied, "nothing in the last five minutes, Peter. We'll call you if we see anything," he finished, as Peter and Jessica passed over the Daily Bugle, and the Mayor's office. The latter of which still had several lights on inside. Not that he cared about any late-night activities Jonah might be engaging in. All he was worried about was finding Mystique, who would lead them to Carol.

"We're gonna find her," Spider-woman said comfortingly, repeating the words she had said half an hour. "And you two are gonna get to have your special date night. That I promise," she continued as they swept low over the city, hoping to find some trace of the shape-shifting mutant.

"I know," Peter sighed deeply as they turned a corner. "I just-"

"You know she'd be doing the same damn thing if the situation was reversed," Spider-Woman said firmly as they turned a corner. "Well," she chuckled slightly as they passed over a set of traffic lights, "she'd actually be shaking down every crook between here and Hell's Kitchen. But you get my point," she weakly smirked as Peter's comm beeped.

"Friend Spider-man," Thor bellowed loudly through the device. "We hath found a new ally in our quest to rescue Lady Danvers. Wanda Maximoff, the Scarlet Witch, has aided us in-"

"Be quiet, Norseman!" the voice of the Greek Demi-god, Hercules, called out. "I was the one who found the-" He, in turn, was cut off by a loud smack, which Peter presumed was Thor's fist hitting his face. And another smack which Peter assumed was Hercules' reply. "I have found the light which you-" _Crack! _Something, most likely Mjolnir, must have struck Hercules.

"Put Wanda on," Peter barked, over the sounds of fighting.

"I'm here," the cool, collected voice of the Scarlet Witch said over the continuing brawl. "We managed to lock down on the signal for you," she said with a slight sigh as something crashed in the background. "Well, somewhat. There's a specific signal. And then there's a bunch of weaker signals that keep bouncing around in a strange pattern. I just can't seem to lock them down, so I don't think they're from a cell phone. I think it's an image. I've tried looking for compass points, Morse code and-"

"Where's the strong signal coming from?" Peter asked as he pulled himself to a sudden stop in mid-air. Jessica came up behind him slowly and listened in.

"The George Washington Bridge," Wanda replied swiftly. No sooner had those words left her mouth than he blasted off in that direction. At his top speed, he was able to reach the bridge in less than a minute. The stone structure sent shivers down his spine, as painful memories surfaced from the sight of it. A haunting echo of laughter played out in his mind as he searched for any device that could be giving off a strong signal. Such as the one that was on the closest tower of the bridge. The very same one which he dreaded, even as his feet touched the stone surface.

He gulped as he stared at the crudely erected metal device, which stood three feet tall. A small dish occupied most of the device's exterior. But that wasn't what drew his attention, even as Jessica caught up with him. Instead, his attention was drawn to a small package at it's base. It seemed out of place, so therefore he knew it was important. With one simple motion, he tore it open, revealing a picture from a newspaper, which fell out.

He didn't need to look at it to know what it was. All he did was pull out is I.D card, and open a channel directly to the Mansion.

"Wanda," he barked as he pushed the memories away. "Plot out all the signal points and send them to me."

"On it," Wanda replied. And in no less than two seconds, a hologram appeared on his card. It was a map of the city. And fifty-five red dots appeared. Together, they took on a symmetrical shape, which struck him as odd. Map points where never that accurate. Neither was Morse code. Which baffled him.

"It's...is that a picture?" Jessica asked as she knelt beside him, and examined the hologram. "Cap, Logan, you guys getting this?"

"We are now," Captain America replied as Peter began to draw a picture in his mind's eye, "We should check each location. Maybe there are more clues-"

"No...," Peter said firmly as horror began to take hold of him. He grabbed the newspaper clip that he had discarded, confirming his worst nightmare to be very real. He held the clipping up for Jessica to read, before flipping it around. On the back of the clipping was a crudely-drawn picture. "Wanda, take the image I'm about to send to you," he said as he snapped a shot of what he was holding, "and super-impose it over the map. Try and match it up with the dots," he finished, and waited through an agonizing silence. Seconds ticked by before a second image appeared on the hologram.

The image of the one man he truly hated.

The image of the one who had made his life a living hell.

The image of one of his worst enemies.

The image of the one who was responsible for so many murders.

The image of a laughing Green Goblin.

"Oh god..." he muttered as he fell to one knee. The newspaper clipping was to painful to look at. Not that he needed to, because the image was playing out in his mind clearly. The memories had returned with a vengeance. He saw himself holding Gwen's lifeless body in his arms. He saw himself shuddering with utter rage as he confronted the man responsible for her death, which was himself. At that point in time, he had no idea how he would continue to live on. He had considered jumping in the river after her. Only the support of his friends and family had kept him going through the sleepless nights. "Oh god..." he whispered, as Jessica's warm arms wrapped around his armoured shell.

"We're gonna find her," she said for the third time, "the...image points north. She could be at the final marker, on the hat," she said softly, for only him to hear. "We go there, and we bust some heads together," she continued as she helped him get to his feet. "And then you can sweep her up in your arms and pop the question, and she can say yes. Then you two can go live happily ever after," Jessica finished with a warm, caring expression that lifted his spirits.

"Thank you," he replied.

"Don't mention it," Jessica smirked as the two of them shot skywards. "Though a prime seat at the reception might be a nice form of payback. And so would Maid of Honour. And letting me get in a few shots on Mystique," she chuckled as the two of them continued to fly towards their destination.

_**A/N: Well? How was it? What do you think will happen next? **_


	9. The past returns

"It was Juggernaut," Carol whispered as she continued to try and free herself. "Wasn't it? You had him drug me during the fight..." She blinked in an effort to stay conscious as the two super-villains smirked wickedly. She had finally been able to identify the man as the Green Goblin, one of Peter's most persistent tormentors. She wasn't sure if it was Norman Osborn under the mask, since last she heard he was locked up by S.H.I.E.L.D. However, she was open to the idea that he could have escaped, as criminals had done it in the past.

"Close, deary," The Goblin replied as he traced his finger along her chin. "So close...but so far...Well I guess I can't blame you. Peter's the brains between you two?" he taunted as he patted her cheek, like she was a child struggling with a homework problem. Sure, she didn't go to University like Peter had. And she didn't have any doctorates in specialized fields like bio-chemistry, or computer sciences. But very few people who knew her referred to her as being unintelligent. Not if they wanted to avoid what Peter referred to as 'The Mega-death glare.'

"Didn't know you two where on a first-name basis," Carol snapped as she tugged at the ropes. "Maybe you, him, Raven and I can arrange some sort of couples activity when you're behind bars..." she said as Mystique sauntered around the chair Carol was in. The blue-skinned Mutant seemed to be amused by something, as she traced her finger across Carol's now-bare shoulder. Her expensive dress had been ruined while she was unconscious. Just another thing that Mystique would have to pay for, in the end, when Carol came to collect.

"You seem to be operating under the impression," Mystique smirked as she grabbed Carol by the shoulders, shaking her violently as she did so. "That you two will make it out alive." That wasn't a threat to Carol, as much as what is was to Peter, and Carol knew it. And both Mystique and the Green Goblin knew that she knew that, as well. It seemed to give them a certain amount of glee, she could see it in their eyes. "You're going to live just long enough to watch him die. Then, I'm going to kill you myself."

"And _you," _Carol replied in as steely a tone as she could muster, "seem to be operating under the impression that he'll be coming alone." _which he will, _she thought to herself with a realization. He would never wait for back-up to come to him, not if he thought her life was in danger. Which was one of the things she both hated and loved about him. This gave her the incentive to continue her frantic, but calm, attempt to escape her rope bonds. She would make sure Mystique was out of the equation, at least.

XXX

"Are you sure?" Jessica asked as the two of them hovered above the seemingly abandoned warehouse. The very same abandoned warehouse that he had tracked Norman Osborn to after he had killed Gwen Stacey. He knew because it was burned in the back of his mind. This was the one in which the two of them fought their most draining fight of their lives. Numerous times, Peter had felt as though he had been about to die, and he was sure Norman had felt the same way. "I mean come on, Peter, there are so many others just like it-"

"I'm sure," Peter replied with a heavy tone as he readied himself for a fight. "Cap, eta?" he asked over the com-channel.

"_Five minutes," _Captain America replied hastily, _"Wanda's bringing Stark and Hercules in a Quinjet, and Logan and I are almost-" _

"It'll take to long," Peter snapped back at the revered world war two Captain. Without another word, he shot downwards, into the warehouse itself. He punched a hole in the roof and primed his two repulsors as he spun around, looking for a target to present itself. Any target at all, be it Mystique, the Goblin, or one of their henchmen. He scanned the area, finding only scurrying rats, and the descending Jessica Drew, who sighed. "Nothing," Peter spat, as he kicked a large, metal drum. "Clear!" he shouted.

"There's a lot of stuff here," Jessica muttered as she picked her way past discarded wood crates.

"Too expensive for the company to care about recycling it," Peter replied as he kicked away a second oil drum. He sighed to himself as his metal-encased hand brushed against the wall, and he remembered a fateful night. He remembered lots of screaming, pain, and blood. He remembered shoving his second-greatest nemesis against the wall, with every intent on killing him right there in cold blood. That would have been so easy.

And that was what made it so wrong. Killing the Goblin wouldn't solve anything. Neither would killing Kraven. Or the Vulture. Or Venom. If he killed them, then he would be no better off than they where. He'd be a murderer. And someone like the, Police, S.H.I.E.L.D, the Avengers would be forced to bring him in. Carol would be forced to bring him in, and that, he knew, would break both their hearts. He would be shattered beyond repair. She was his anchor in the darkest of times, as much as he was hers.

"Still..." Jessica muttered from the near complete darkness. "Isn't it kinda _illegal _to leave all these drums around?" She continued, as he voice trailed through both the wall and the team's com-system. "Some of them feel like they still got oil inthe_ohmygod!"_she finished with a scream, which forced Peter into action. They where in the Goblin's territory, after all. They needed to be prepared for anything, was what he told himself.

But he wasn't prepared to see Captain Marvel impaled by a glider against the wall.

It took him three painful seconds to realize it wasn't Carol. The person, or body, was to young. Maybe seventeen at most. A closer examination of her skin told Peter that she had been dead for more than a day, and starving before that. He looked around, and saw a small bundle of clothes in one corner of the room. And as they looked so ragged, he assumed they belonged to the dead girl.

"Who is she?" Jessica asked, losing the fear-filled tone she had screamed with.

"A druggie," He replied as he found her pants. "A runaway. An outcast. Someone who-" He stopped his words dead in his mouth as he opened the wallet. Inside was a clearly fake I.D., which wouldn't seem out of the ordinary at all. Especially for someone so young, if they wanted to get into nightclubs, or buy alcohol for themselves or friends. That was something he accepted.

What he didn't accept was the name on the I.D.

Gwen Stacey.

Obviously, the Goblin was still trying to get to him. He was trying to manipulate Peter into doing something rash and impulsive. He wanted Peter to push forward without a plan. Which what he set out to not do, as he realized it could end every badly for either him or Carol. His mind began to race as he got to his feet, knowing that Norman would have left him a clue, even if it wasn't intentional. It was in the Goblin's nature to want to taunt him with information, to make Peter work things out before killing him.

"What's wrong?" Jessica asked as Peter heard the roar of a Quinjet's engines, accompanied by the twin roars of motorcycle engines, which told him Captain America and Logan had arrived on-scene, as well as Wanda and Hercules. Which didn't give him much time, so he pressed his finger over Jessica's lips, telling her to be quiet.

"Her name," he whispered softly, "is Gwen Stacey and-"

"So?" Jessica whispered back with a look of shock, "why the-"

"Gwen Stacey died five years ago," he said promptly, hoping that she would catch the unsaid portion. He wasn't in the mood to explain everything, his whole relationship to the Goblin, to the Avengers, who stepped through the small doorway. Cap and Wanda bore a momentary look of fright as they saw the body. While Logan shrugged with indifference as he took a long sniff. Peter guessed that he was trying to pick up a scent of some kind.

"Five goons," the feral mutant grunted as he paced around the room. "Gang-rape-murder combo," he continued as he stepped past the girl's body. He didn't even spare a look downwards as he finished, "she was never here."

"I figured that," Peter shrugged as he continued to rack his mind for information. The Goblin wanted him to have Gwen on the forefront of his mind, so that was what he did. He thought about her, and the days leading up to and after her death. He remembered finding the note, telling him what Norman had done. He remembered fighting on the bridge. He remembered the fall. He remembered the warehouse. But what came next? Norman had disappeared from Peter's life after that glider had impaled him. He once more looked down at the I.D in his hands, this tome looking at the address. Which was the key. He remembered it very well.

It belonged to Osborn, but not in an illegal sense. The address was for the very same building in which Peter had been bitten by the spider all those years ago.

XXX

"Do you know where we are, deary?" the cackling fiend taunted as he set his foot down on her knee. Mystique had left the two of them some time ago, in order to prepare for the eventual arrival of the Avengers. Now, she was free to be openly repulsed by the Goblin's invasion of her personal space.

"No," she said as she launched a ball of spit in his direction, and received a slap to the face in return.

"This," The Goblin said as he backed away, towards the dim light in the centre of the room. Before, Carol had thought that she was in a small room, but now she realized that her senses had been playing games on her. She was in a very large room. Large enough to fit a medium-sized crowd inside. And full of machinery, which she could begin to see the outlines of as the Goblin passed his light over them. She caught sight of the Oscorp logo on the side of one of the machines, which made her more convinced that she was dealing with the real Norman Osborn. "Is all mine...or was, at least. The Government owns it all now. They put a lot of people out of work. Some of the-"

"Don't try and justify yourself," Carol snapped as she finally managed to free her hand. Instantly, she knew that she should keep that fact a secret, until the Goblin's back was turned at the least. She still knew she was nowhere near full strength, because of the effects of the drug. She had a feeling that she might currently have the physical stamina equivalent to a high-school cheerleader. Good, but not enough to go up against the Green Goblin, who was stronger than, and much more brutal than Peter, who always held something back in a fight. "You brought your company down on itself. Not the government," she snapped, hoping to keep the super-villain's attention on her words, not her hands.

"_I _was merely painting you a picture," the Goblin replied as he paced back and forth around the room. "This, my dearest Spider-slut," he continued, making sure to press her buttons as he did so, "was a nuclear radiation particle beam generator. If we got this into development as planned," the Goblin smiled in her direction, "I would have been able to buy Stark's company out from underneath him. Unfortunately, the prototype had a few problems."

"Like what?" Carol snapped, still working on a strategy to take him out. She knew that his nerve endings would be the same as a humans, so she could take him out like that. However, if she made one wrong move, then he would be able to kill her, or do whatever he could think of in his demented mind at his leisure. And there would be nothing she could do about it. She would only be able to wait for the pain to end if she failed.

"I'm surprised you haven't guessed," the Goblin snorted as he turned to face her, "this is the very same building in which our dear Spider-man was born in," he smirked wickedly, "fitting that he should die here, as well, don't you think?"

"He's gonna kick your ass here," Carol replied as she steeled herself. She could feel the adrenaline building in the room as the Goblin drew a knife from his belt, and smiled at her wickedly.

"He won't be in any mood to fight me," the Goblin mocked, "he'll be to busy trying to re-start your hea_-" Kra-Koom!_ The entire building shook with an explosion, telling her that backup had arrived. The explosion also threw the Goblin off-balance, and gave her the time to snap her head forward and strike him hard. The knife clattered to the floor as she snap-kicked the deranged man in the face, before swinging the chair into his face. The wood shattered on impact and seemed to blind him, allowing her to grab his knife with the precious few seconds that she had.

"Yeah," Carol huffed as she assumed a fighting stance, "you're right. He won't be in the mood to fight you. We'll be to busy with date-night to worry about scum like you."

"Tell me," the Goblin sneered as he drew a second knife from his belt, "has Peter ever told you about the first woman he loved? I mean truly, beyond any doubt?" He continued as she twirled the knife in her hands. She briefly recalled some of what Peter had told her about Gwen Stacey. The two of them had been science majors in university before starting a relationship. Beyond that, she didn't know anything. She had always assumed they had simply broken up, and Peter had never bothered to tell her how. But, seeing the look on the Green Goblin's face made her think that he hadn't told her everything.

XXX

"It's a trap!" Logan snarled as the sparking form of Electro attempted to strike him from the side, and Hydro-man bubbled up from out of no-where. Together, they joined the ranks of the already fearsome-looking ranks of the Sinister Six. Who included Kraven the Hunter, an unfamiliar-looking Scorpion, Shocker and Sandman. And behind them stood twenty armed thugs, all dressed in Goblin-attire and wielding assault weapons. This told him it was going to be a bit of a long fight, even before the super-villains charged them.

Wolverine clashed with Kraven, who brandished two long knives and tried to hack away at the Mutant. To Peter's left, Captain America shielded Wanda from a barrage of bullets, as the latter worked her chaos magic against the thugs that where trying to nail Jessica as she rained a series of venom-blasts down below. Hercules, on the other hand, attempted to rush Scorpion and Shocker, the latter of whom blasted the demi-god with sonic vibrations that shattered glass windows. Peter would have helped, but he found that his feet where trapped in a mud-like mixture that began to rise from the ground. Once more, Sandman and Hydro-man had fused themselves to try and trap him. Only this time, Carol wasn't around to help him out of his jam, so he was forced to come up with his own solution.

He had implemented a web-shooter design into the armour, for the purposes of nonlethal combat. So, he was able to fire a web-line towards Shocker's gloves, and pull the man in his direction. At the same time, he also freed Hercules from the barrage of attacks, as the gloves now pointed in Peter's direction. The sonic waves served to separate the two villains long enough for Peter to escape their grip, and fire a repulsor blast into their midst. He didn't have time to savour his victory, however, as Electro swooped in for a deadly attack. One that would have killed him, if it weren't for his armour, which absorbed most of the blow.

Peter was quick to retaliate, as he fired back, against the electric villain. The blow struck his back, and Electro began to fall, only to be saved at the last minute by Sandman re-assuming his solid form.

"It's a diversion!" Captain America shouted as he took down an armed thug. "Spider-man, go! Find her! We'll-" he was cut off as Sandman swung a pair of massive fists in his direction. "Go!" the Captain continued after Sandman brought his fists back for another blow. Peter obeyed, but only after firing a blast into Sandman's stomach, knocking him back several feet and giving Captain America the time he needed to fully recover.

The battle with the sinister six suddenly became a secondary thought as he flew down the halls of Oscorp, looking for any sign of Carol, Mystique, or the Green Goblin. And praying for the best scenario possible to present itself for the hundredth time that night. Luck, however, was on his side for once, as he burst through the doors to one room, and nearly ran straight into Carol. He grabbed her by the shoulders, as he took note of the blood trickling down her arm.

"How did you-" he began to say, but she cut him off.

"Knocked him out cold, Pete," she replied hastily, "now let's go! Get me out of here! Mystique drugged me, so I can't fly!" she said in a pleading tone, to which he nodded to, and moved to pick her up in his arms. But his spider-sense wasn't fast enough to warn him of the incoming strike to the back of his head, which hit with impossible force. He was to stunned to react as Carol, who was really Mystique, ripped a section of his armour free, disabling it.

But not him. He was able to lash out with his palm and strike the mutant directly, sending her flying before she could do anything. He got to his feet, feeling the extra weight of the armour, which was about eighty pounds, impeding his movements somewhat. But that didn't stop him from reaching his destination, and lifting the shapeshifter into the air by her throat.

"Where is she?" Peter growled threateningly. He didn't need to, however, as a woman's scream came from down the hallway. So, with no other option, Peter struck Mystique on the side of the head, and knocked her out cold before sprinting down the hall. He ran as fast as he could, feeling chunks of his useless armour falling off as he did so. He veered left, into a familiar room, only to see his heart be thrown across the room by Norman Osborn, who held a bloody knife in his hands.

"Well, well, well," Norman cackled as he turned his attention to Peter. "You've got a habit of being late for these things, don't you?" the wicked man grinned as Peter balled his hands into fists. "Unless you wanted me to kill her..." he continued as Peter broke into a full sprint, and body-checked Norman away from Carol's prone form. But only by a few feet, which he was able to cross quickly, and swing his knife at Peter's throat, missing by an inch as Peter leaned to the side, and delivered a strong blow to Norman's stomach. Although his armour wasn't working, he still had more than enough in him to make the super-criminal feel pain.

"You aren't going to touch her again!" he roared as he kicked Norman's face, breaking his nose.

"What're you gonna do?" the former businessman sneered with a blood-caked expression. "Shoot me?" Norman taunted as Peter drove his fist into his face, only for the blow to be blocked, and something to drive into his stomach. Norman's knife, to be exact. He could feel the cold metal sticking into his flesh by half an inch, It hurt, but it wasn't enough to take him out of the fight, as he was able to block Norman's follow-up kick with his forearms.

Peter struck back with his foot as lightning clashed in the distance. Norman reeled back as Peter got to his feet and struck again, this time to be blocked. But, fortunately, a flash of lightning temporarily blinded Norman, and caused him to miss his next attack. This gave Peter the time he needed to recover, and kick Norman back, against a set of exterior windows, which showed a city in the middle of a thunderstorm. A nearly poetic setting, as far as he was concerned as he lashed out with his fist, and connected with the Goblin's jaw, who in turn swung a knife in Peter's direction. The blade nicked an exposed portion of his arm, allowing for a trickle of blood to fall to the ground as Peter delivered a powerful strike to Norman's head.

The Goblin bucked backwards several feet, giving Peter time to swing his leg around in an arc, and aim a kick towards his midsection. Unfortunately, pain lanced up his side as he spun around, forcing Peter to abandon his attack and nearly fall over in blinding pain. The Goblin wasn't so forgiving, and struck the back of Peter's head and the small of his back with a one-two strike. A quick leg sweep from Peter was enough to knock him off his balance, so that a descending stab glanced off what remained of Peter's armour.

Taking the opportunity to it's fullest, Peter body-checked the demon and forced him through the glass window. He stopped just short of falling over the edge, and made sure he had a firm grip on the Goblin. They both knew the fight was over, and that if the Goblin struck Peter, he would fall to his death.

"All that's missing is the bridge..." Norman chuckled as blood spurted out of his mouth, and the sound of footsteps precessed the arrival of the Avengers. Out of the corner of his eye, Peter could see Jessica nursing her arm, which must have been injured in some fashion. And Logan had a slight limp in his stride. "the cavalry..." Norman began, only for Peter to smash his fist into the side of his head, and knock him out cold before he turned around.

As he did so, however, his feet became unsteady and he began to fall, only to be supported by a rush of Scarlet fabric. Wanda supported a good portion of his weight, and helped him to the ground, beside Carol before he fell unconscious completely.

XXX

"So?" Steve asked the furred Mutant, who paced back and forth in the observation room.

"He shouldn't have gone out," Hank replied in a haughty tone as he ran his hand over him forehead. "Not in his condition. His blood platelets alone-"

"Okay," Steve cut in calmly as he glanced through the one-way window, to see the two people lying in their beds, carrying on a nice conversation as if nothing was wrong. Which was the complete opposite of the reality of the situation. "Next time her life is in danger, _you _tell him he has to sit on the sidelines and watch."

"He needs to understand that his body can't take the kind of punishment-" Hank began to reply.

"You mean like Logan?" Steve said in a somewhat firm tone, "and how he can't heal any more? Are you going to tell him that he's not to go out on missions? Because you and I both know-"

"Logan is a trained soldier," Hank quipped as he picked up a piece of paper.

"Peter's received almost as much training over the years as a Navy S.E.A.L would," Steve shot back quietly. "Between Shang-Chi, myself, and Carol, he's one of our most deadly-"

"he's still in no condition to be taking that kind of punishment," Hank said with a sigh as he set the piece of paper down. "She should be fine in a few days. The drug they gave her wasn't lethal, or permanent," he continued as he sighed under his breath. "Her ability to manipulate energy should return within the next forty-eight hours. The rest will return shortly after that, and she'll be cleared for duty. Peter, on the other hand," Hank said as he sucked in a deep breath, "At the very least, should wait until his armour is fully repaired. Though I still highly recommend against any-"

"He won't listen," Steve said with a slight smirk, "no matter what you say to him. But," the super soldier said as he indicated towards the window, and beyond to the couple who had sat up in their beds, and shared a single kiss. "She might be able to convince him to take a break, at least. Until you can figure out what's wrong with him."

_**A/N: Well? How was it? Do you think Peter will tell/should tell Carol the details on Gwen's death? Or will she find out on her own?**_


	10. Take the cake

"May!" He shouted as his wife left the bedroom abruptly, after setting down the phone that she had been using. "May, talk to me! Think this through! You don't need to-"

"I do, John," May replied with courtesy as she grabbed her suitcase, which was by the door into the hallway. An hour ago, the two of them had their dinner interrupted by a phone call from New york. Apparently, something was wrong with Peter, and May had decided to drop everything and leave immediately, which he couldn't fully understand. "I have to go, my flight leaves in two hours. I'll call you when I get there," she said calmly, not raising her voice at all, something which both endeared and upset him.

"May," he said as he tried to re-gain his composure. "May you can't keep doing this to me. You can't just leave at the drop of a hat because something _might _be wrong with-"

"Something _is _wrong, John," May replied with a brief snap, as she turned around to face him. "Something is wrong with him. They told me that. And I want to make sure that he gets the best care in the world, because he needs it right now."

"He's got it already," John said, as he tried to not let his anger get the best of him. "There's nothing that you can do for him that those people can't. It's a waste of time and money, May. We-"

"John," his wife said sternly as she gave him a hard look. "What if it was your son dying?"

"It's not," John scoffed with a shrug, "but-"

"I'd expect you to go," May replied as she picked up her purse. "I'd tell you to go, because he's your son. And right now," she sighed as she turned around, and grasped the door handle, "the closest thing I have to a son might be dying. And I need to be there," she finished before calmly exiting the apartment, locking the door as she did so, leaving him alone. He sighed as he came to a final realization that his wife would always love her nephew more than she loved him. He would always be second-place compared to the wondrous Peter Parker.

"What're you looking at?" he muttered as his gaze glanced over a picture of her nephew and deceased husband. Both faces stared back at him with blank expressions of pure happiness, not a care in the world. Which was far from his state of mind, as he angrily slammed the picture down, so that he wouldn't have to look at them anymore as he lamented his current position.

XXX

"So," Wanda Maximoff said, trying to break the awkward silence in the room, which was currently occupied by only herself, Steve Rogers and Thor. The latter two where engaged in a game of chess, which the Thunder-god claimed he would be able to _smite _the Captain in. They had been slowly moving their pieces for half an hour, with Thor making bold moves and blunt captures of Steve's pieces. But even from where she was sitting, and with her limited knowledge of the game, Wanda could see that the Captain was winning the game. "Did anyone else know how Peter suddenly froze up when he saw that dead body?" she asked casually as she picked up a book that was lying on it's side on the nearby table. It had been a few hours since they had returned from the abandoned Warehouse, and they where all enjoying some down-time. Except for Beast, who was shedding his fur over equations that would help save Peter Parker's life.

"I did," Steve said as heard the sound of a chess piece moving across the board.

"And?" Wanda asked as she opened the book casually to the first page. She sighed as she heard the sound of another piece moving across the board, followed by a loud, boastful chuckle, telling her that Thor had made another move. One which most likely would lead him towards an inevitable defeat for the Thunder god.

"I too noticed our friend's reaction," Thor chuckled as his chair creaked, "to the one called the Goblin. I never have seen him so enraged over a single opponent," the Thunder god continued as another piece was moved across the book, and Wanda flipped to the second page of the book. She smiled as her thoughts turned to Peter Parker for a brief second, remembering the very moment when he had fallen against her body, because of the pain. She was slightly ashamed to admit it, but she had always harboured a secret attraction towards him, something which she would never admit now that he was in a steady relationship with one of her fellow Avengers.

"I know," Wanda said with a heaving breath. "He was _really _pissed off. Hell," she continued as Steve made his move. "The only people I've seen that angry are Logan and Hulk," she finished, with a half-smile at her own joke as she delved deeper into the book in front of her. A casual motion of her hand brushed a lock of hair out of her eyes. She let out a sigh as her eyes glanced up, towards the chess game between the two Avengers.

"Verily," Thor replied as he made another, seemingly winning move. "I believe that you are beaten, Captain. Do you wish to continue?" the Thunder-god boasted as a smile cracked at Wanda's lips. No one that she knew had ever beaten Captain America in a game of chess, except for Reed Richards. And that had been a very close game, from what she had heard. Others, like Wolverine and Tony Stark had tried, but they all failed miserably.

"Game's not over yet," Steve said with confidence as he moved another piece. "And cut him some slack. He had some good reasons to be worried like he was," the Captain finished as Wanda flipped another page of her book.

"We all had a good reason," Wanda said with a slight sigh as she recalled recent events. "Carol's our friend. He, on the other hand, completely froze up before going nearly insane and-"

"Give him some slack," Steve repeated as Wanda hear the distinct sound of another chess piece moving across the board. Her eyes flickered upwards as she noticed that Steve was even closer to winning than before, and Thor didn't realize it yet. "He's got a lot of history with that maniac."

"Yeah," Wanda replied as she leaned backwards, "That whole 'Dark Avengers' thing," she mused as she turned another page and listened as Thor made another move. "I heard about that. Osborn took over the team," she continued as she let a full-blown smile cross her lips, waiting for the inevitable cry of defeat from the Asgardian prince.

"More than that," Steve said with a tired sigh. "More than most of us know. Norman's one of Peter's most persistent enemies. He's ruined his life," Steve said as he moved another, final chess piece, "checkmate." With that, the First Avenger got to his feet and rolled his shoulders in victory. Thor's expression was priceless, as it went from pure ecstasy to shock, as he tried to figure out how he lost. His eyes flickered around the board, looking for a way out of the Captain's trap. Unfortunately, there was none for him to use, and his fists tightened into balls as he stormed out of the room.

XXX

"You awake?" he asked the divine goddess beside him, who nodded groggily.

"Yeah," Carol replied as she gave a long, thought-out blink, "yeah, I'm awake. How long has it been?"

"A few hours," he replied as the two of them got to their feet. They where still in the white-walled hospital room of Avengers tower. It had been a while since anyone had come inside to see them, the last of whom being Jessica Drew checking up on him and Carol. The latter of whom was asleep at the time. That had given the two arachnids some time to talk in semi-private, as he was more than aware that there was someone on the other side of the observation glass, and that someone else was watching them from the security room. She had told Peter what he already knew in his heart, that the serum which had rejuvenated his entire body was now killing him from within. But he wasn't about to tell Carol that. "You wanna get something to eat?" he asked her as he rubbed her shoulder.

"Aren't we under orders to stay put?" Carol replied with a sly grin as she rested her head on his shoulder.

"We're under orders to stay in the building," he corrected as he twirled a lock of her hair. "Not just this room," he said as he looked around. According to Jessica, she had called his Aunt several hours ago, and she was now on her way to New York. Definitely not the best idea, in his mind. He knew that John Jameson was still mad at him for not letting him in on the secret, and that would only add to the existing tension between them.

"Okay," Carol said softly as she lifted herself off of his shoulder. "Okay, I think we should get something to eat. I'm starving...and I might go crazy if we have to stay put," she continued as they both got to their feet, and made sure they where dressed decent enough. Because even in a building full of spandex-clad individuals, there was such a thing as decency.

"After you," he smirked as he ushered Carol through the door, earning a smile as he did so.

"Whoa," Carol said as she suddenly swayed on her feet, losing her balance. Fortunately, he managed to catch her gently before she hit the ground, courtesy of his reflexes. He guessed that her unsteadiness was a symptom of the drug that had deprived her of her powers temporarily. Beast had told them that the drug would work it's way out of her system within forty-eight hours, and there where no expected side-effects that would last. "My legs feel tired for some reason...like I've been walking all day or something."

"Well," he surmised as they rounded the corner, "your body _is _used to a higher energy input and output. So I'd say it's your muscles trying to compensate, so that your body operates at a normal...or semi-normal capacity."

"Well look at you," Carol giggled as she traced a finger up and down his chest. "Mr Expert of everything," she continued as they came around another corner.

"Maybe I'll let you_ examine_ me later..." she continued in a deep, huskier tone which sent shivers down his spine as they walked down the hall, and entered the common area. As the entered, Thor brushed past them, muttering incoherently about a lost game of chess.

XXX

"Tony?" A quiet voice called to him from the darkness, bringing him out of his stupor. He glanced around, looking for the speaker, and finding her standing in the doorway to the armoury. He looked down in front of him, and saw a series of papers on his desk. All of them where S.H.I.E.L.D files that he had managed to get his hands on. And all of them where about the prisoner that Nick Fury was so keen on keeping a secret from them. "Are you awake?" the speaker, Jessica, asked as she sauntered into the room, swaying her hips as she walked.

"Yeah..." he half-yawned as he leaned back in his chair, and stretched his arms.

"Still on the fence about telling the team about you-know-who?" she whispered as she wrapped her slender, but strong arms around his shoulders. He felt her luscious raven coloured locks brush against the side of his head, a sensation which he enjoyed greatly.

"Yeah," he muttered as he reached back and grasped her hand.

"Well I can't help you," Jessica whispered softly. "I'm on the fence as well..."

"Well," Tony half-smirked as he spun around in his chair and got to his feet. "I think we can both forget about it," he continued as he pushed her back, against the adjacent workbench, where a dismantled prototype suit was lying. He braced his girlfriend against it as he began to run his hands up and down her toned body, paying special attention to her bared legs. This served as enough to distract him long enough for Jessica to spin him around, and place his head on the table, gently.

"I'd love to do you right here," Jessica cooed into his ear, using a seductive tone. He also guessed that she might be using her pheromones to a small degree, even though she swore she never used them on him. Not that she needed to, as she already had the body of a supermodel combined with the body of an athlete. More than enough to get his engine going, when the occasion called for it. "Like that night three months ago...when I put the mask on and you well..." she smirked as she let him go.

"We could do that again," Tony said with confidence as he tried to grope her sides, but she stopped him with firm hands.

"I have a feeling we need to be downstairs," Jessica replied with a wink. "They left the infirmary ten minutes ago, if you know what I mean."

XXX

"You want something to drink?" Peter asked casually with a wave of his hand.

"I don't think your mind tricks will work on me," Carol replied with a slight giggle as she clasped her hands together. "I'm not weak-minded, after all," she continued as the two of them stared into the others eyes, soaking in the moment that they shared, "I'm a woman! Your mind trick will not work on me! Only chocolate." She smiled as she gave a cheesy, science-fiction voice impression. They shared a laugh together as their fingers intertwined, relishing in the simple contact they had with one another.

"Well your mind tricks won't work on me, either," Peter replied with a smirk as he ran his thumb over her palm.

"I don't need any mind tricks," she said with absolute confidence. "I've got something better. Two things, actually," she finished with a sly wink.

"Those sparkling eyes," he chuckled, and she joined in with an even heartier laugh. "Just make me melt away," he said as he heard the sound of footsteps in the hallway. A smile tugged at his mouth as he began to form a plan in his mind. It was simple, but still efficient and romantic. He looked for a way to leave the room, even for a brief second, and found one embedded in Carol's words. "As you command," he said in a cheesy monotone voice as he got to his feet, and headed in a straight line for the exit. "One chocolate platter coming right up," he continued as he entered the hall, and saw Steve walking casually in the opposite direction. Captain was smiling to himself, even as Peter's arm blocked his path.

"You're not supposed to be out of-" Steve began to say with a raised eyebrow, "Hank's gonna be-"

"I know," Peter replied with a low whisper as his heart began to race. "Listen, Cap," he said as he lead the super-soldier away from the common room, where Carol was waiting. "I have a favour to ask you. A big favour and-"

"I'll do it," Steve replied with a chuckle as he clasped Peter's shoulder. "Whatever it is, I'll do it."

"Thanks," Peter sighed with relief, "I need you to go up to the infirmary, and grab the box from my jacket pocket." He continued as his heartbeat continued to speed up, "and bring it back to the kitchen, I'll be waiting there." He shifted his feet as he looked around nervously, hoping that Carol hadn't overheard him.

"Relax!" Steve said as he slapped Peter across the shoulder, "I've seen criminals who shake less than you right now!" he finished before turning around and heading back the way he came. This left Peter to his own devices as he turned towards the kitchen, which was on the opposite end of the hallway. The light was already on, and he could hear someone inside. Someone who turned out to be Wanda Maximoff, enjoying a a glass of wine.

"Evening," the Scarlet Witch said in a soft tone as Peter moved towards the fridge, where he knew that there was a piece of cake that he felt Carol would enjoy. He opened the fridge door, only to find a series of empty shelves. "Looking for something?" she asked casually.

"Yeah," Peter replied as he calmly shut the door. "Yeah, I thought there was a piece of marble cake in there. Turns out there isn't," he shrugged as he looked for another solution that would please Carol. The fridge had been empty, aside from a few fruits that looked like they where past their prime. Not prime proposal material for the love of his life.

"Oh," Wanda said with a sigh. "I think Thor took it after loosing to Cap," she continued with a shrug and another sip of her drink. "You tired of hospital food? I know I would be," she finished as she set her glass down on the counter.

"It's not for me," Peter replied.

"Hm?" Wanda asked as Steve entered the kitchen.

"The little devil's hard to find," Steve said as he brought the small box to bear.

"Oh!" Wanda exclaimed as she looked from the box to Peter, then back to the box. "You're gonna-"

"Yeah," Peter smirked with a shrug, "I am. I just need-"

"Let me see," Wanda cut in as she raised her arms into the air. "I _think _I might be able to do something here..." her voice trailed off as scarlet light began to gather around her hands in swirling clouds. She closed her eyes and muttered to herself, before pointing her hand at the nearby counter. A single beam of light hit it, and formed into a plate, with a small slice of a cake on it. As soon as she was done, Wanda opened her eyes and let out a sigh.

"What did you do-?" Steve asked, with a slight look of disbelief.

"Made it so Thor never took the piece," Wanda answered with a slight sigh as she turned towards the Captain, "he's a sore loser, by the way." She continued as she turned back to face Peter and said, "go, make you move, stud."

"Thank you," Peter replied as he moved in and gave Wanda a swift hug, which she graciously accepted.

"Might wanna back off a little," Wanda smirked as he let go of her, "might make someone jealous, if you know what I'm saying." Peter smiled as he picked up the plate, and accepted the box from Steve, before exiting the room. Still, his heart beat continued to speed up. It beat harder and faster with every step he took towards happiness. He inhaled deeply as his hand brushed against the door handle. His heart skipped a beat as he turned the handle fully, and he stepped inside. Out of the corner of his eye, he could see Steve and Wanda be joined by Jessica and Tony. They all remained in the hallway, however, as he slipped the box behind his back.

"You're back," Carol said as she got out of her chair, smiling as she did so. "Cake!" she exclaimed as she readily made a grab for it, but he pulled it out of reach and took a playful step back. She made another grab for the plate, grinning as he continued to keep it out of reach with subtle movements. Their elation grew as Carol tried to back him into a corner. "Gimmie!" she exclaimed as she made a huge lunge, which he side-stepped.

"You want it?" he chuckled as Carol re-gained her balance.

"Yes!" Carol cried out excitedly.

"And not what's in my other-" He began, only for Carol's attempts to grab the plate finally succeeded as she gained a greedy look in her eyes.

"Delicious," she smirked as she used her bare hand to scoop a piece into her mouth. He didn't reply, as the words he wanted to say became caught in his mouth as he stared at the wanton Goddess before him. Te one who he knew he wanted to spend the rest of his life with. He blinked in an attempt to compose himself, which was made all the more difficult by her beaming, radiant smile. "Cat got your tongue?" Carol smirked as she took another bite, "you want some? To bad!" she cackled with glee as she stepped out of his reach, and he decided upon a course of action. Simple, but elegant.

"No," he replied with a smirk, before bringing the box around. "I think I'll take this instead," he continued, earning a expression of pure dumbfound stupor as Carol set the plate down on the table. She was completely speechless as she took a step forward. "Unless you wanna trade?" he asked her as he got down on one knee, in a traditional pose. He did that because he knew that certain things must remain in place, for the sake of tradition.

"Is..." Carol began as she took a step forward, "is that...are you...?"

"Carol Jane Danvers," he said with complete honesty as he took in a deep breath. "I...I can't live without you. I...literally can't. I'd be dead right now," he continued as he took in another deep breath. "Eaten. Dismembered. Shot. You get the point. I literally can't live without you. And..." he found himself becoming short of breath as he slowly opened the black box, revealing the glimmering jewel within. The diamonds sparkled brilliantly, but where outshone by glistening blue orbs that took in everything. "And I want to know it-"

"Stop," Carol cut in with a choking sound as tears fell down her cheeks. "Just stop. Peter, I..." she continued as more tears fell down her cheeks, hitting the floor. More choking sounds followed as she knelt down in front of him, taking his hands in hers. "Yes..." she whispered softly.

"You will?" Peter replied, with absolute elation as he felt her hands against his cheeks.

"I will!" Carol cried as she thrust her head, followed by her entire body, forwards and clashed against him. Together, they rolled onto the floor as they shared a deep, passionate kiss. She wound up on top, holding his cheeks with her hands as they kissed harder and harder. Their tongues intertwined as the passion continued, and he managed to topple her, and forced himself over-top of her body. He felt to hands groping his hair, forcing him down even harder. He could feel that her strength had returned, to a small degree. She was pushing on him harder than any human could. They where both losing themselves in the moment of passion.

A moment which only ended when he felt something hot begin to trickle across his lip.

"Oh my god-" Carol gasped as she broke the contact, and wiped the blood from her cheek. In an instant, he knew it wasn't hers. It was his own. His nose had been broken by accident during their kiss. Something which she knew as well. "I'm so sorry I-"

"Does it matter?" he replied with a giddy tone as he wiped the blood from his nose, while he took the ring out of the box with his other hand. Gently, he slipped it onto her finger, completing the proposal.

_**A/N: Anyone else catch the 'Marvel: Assembling a Universe' T.V special? What did you think? **_


End file.
